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SECURITIES AND EXCHANGE COMMISSION

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FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

June 6, 2001
Date of Report (Date of Earliest Event Reported)

CALLAWAY GOLF COMPANY

DELAWARE (State or Other Jurisdiction of Incorporation)		1-10962 (Commission File Number)		95-3797580 (IRS Employer Identification No.)

2180 RUTHERFORD ROAD
CARLSBAD, CA 92008-8815
(Address of Principal Executive Offices)

(760) 931-1771
(Registrant’s Telephone Number, Including Area Code)

 

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	ITEM 5. OTHER EVENTS.
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

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ITEM 5. OTHER EVENTS.

(a)

On June 6, 2001, Callaway Golf Company issued a press release captioned as follows:

	“Callaway Golf Announces Resignation of Chuck Yash"

      A copy of the press release is attached to this report as Exhibit 99.1. The Press Release is hereby incorporated herein with the same force and effect as if fully set forth herein.

(b)

On June 8, 2001, Callaway Golf Company issued a press release captioned as follows:

	“Callaway Golf Sees Revised Revenue Growth of 5% in First Half of 2001"

      A copy of the press release is attached to this report as Exhibit 99.2. The Press Release is hereby incorporated herein with the same force and effect as if fully set forth herein.

(c)

On June 8, 2001, Callaway Golf Company issued a press release captioned as follows:

	“Callaway Golf Appoints Two New Directors"

      A copy of the press release is attached to this report as Exhibit 99.3. The Press Release is hereby incorporated herein with the same force and effect as if fully set forth herein.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c)

Exhibits.

99.1		Press Release, dated June 6, 2001, of Callaway Golf Company, captioned “Callaway Golf Announces Resignation of Chuck Yash.”
99.2		Press Release, dated June 8, 2001, of Callaway Golf Company, captioned “Callaway Golf Sees Revised Revenue Growth of 5% in First Half of 2001.”
99.3		Press Release, dated June 8, 2001, of Callaway Golf Company, captioned “Callaway Golf Appoints Two New Directors.”

 

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 11, 2001						CALLAWAY GOLF COMPANY
By:						/s/ Steven C. McCracken Steven C. McCracken Senior Executive Vice President Chief Legal Officer and Secretary

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EXHIBIT INDEX

Exhibit
Number		Description
99.1		Press Release, dated June 6, 2001, of Callaway Golf Company, captioned “Callaway Golf Announces Resignation of Chuck Yash.”
99.2		Press Release dated June 8, 2001, of Callaway Golf Company, captioned “Callaway Golf Sees Revised Revenue Growth of 5% in First Half of 2001.”
99.3		Press Release dated June 8, 2001, of Callaway Golf Company, captioned “Callaway Golf Appoints Two New Directors.”

 

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                                                                    EXHIBIT 99.1

                                                           Contact: Ron Drapeau
                                                                    Larry Dorman
                                                                    760-931-1771

                CALLAWAY GOLF ANNOUNCES RESIGNATION OF CHUCK YASH

        CARLSBAD, CA., June 6, 2001 -- Callaway Golf Company (NYSE:ELY) today
announced the resignation of Chuck Yash from its board of directors and as
senior executive vice president, effective May 31, 2001. Mr. Yash joined the
Company in 1996 to head Callaway Golf's expansion into the golf ball business
and since November of 2000 has guided the Company's "Grow the Game" initiative.
Mr. Yash will pursue other interests.

        "When Chuck was named to direct our entry into the golf ball business in
1996, he was asked to build from scratch a new product, a new team and a new
golf ball manufacturing plant -- all of which he accomplished," said Ely
Callaway, founder and chairman of Callaway Golf. "He then helped to lay the
foundation for the development of our initiative to explore new avenues to grow
the game of golf. Chuck accomplished a great deal and he did so with great
enthusiasm and he earned my respect for the job he did at Callaway Golf. I wish
him the best in the future."

        Ron Drapeau, president and CEO, stated, "We appreciate the many
contributions that Chuck has made to the Company. Now that Chuck has decided to
seek new challenges at a high level outside Callaway Golf, we are sure he will
succeed in his new endeavors and we wish him well."

        The Company said that the "Grow the Game" initiative that was started by
Mr. Callaway and overseen by Mr. Yash remains a priority. Mr. Drapeau said that
he will announce a successor to Mr. Yash in that role soon.

        "I have thoroughly enjoyed my time at Callaway Golf," Mr. Yash said. "It
is a great company and I have truly benefited from my close association with Ely
and all Callaway Golf employees. It has been a great run, and now I look forward
to other new and exciting challenges."

Callaway Golf Company makes and sells Big Bertha(R) Metal Woods and Irons,
including Big Bertha ERC(R) II Forged Titanium Drivers, Big Bertha Hawk Eye(R)
VFT(TM) and Big Bertha Hawk Eye VFT Pro Series Titanium Drivers and Fairway
Woods, Big Bertha Steelhead Plus(TM) Stainless Steel Drivers and Fairway Woods,
Hawk Eye Tungsten Injected(TM) Titanium Irons, Steelhead(TM) X-14(R) and
Steelhead X-14 Pro Series Stainless Steel Irons. Callaway Golf Company also
makes and sells Odyssey(R) Putters, including White Hot(R), TriHot(TM), and Dual
Force(R) Putters. Callaway Golf Company makes and sells the Callaway Golf(R)
"Rule 35"(R) Firmfeel(TM) and Softfeel(TM) golf balls, and the CB1(TM) Red and
CB1 Blue golf balls. For more information about Callaway Golf Company, please
visit our Web sites at www.callawaygolf.com and www.odysseygolf.com.

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                                                                  EXHIBIT 99.2

                                                         Contact: Brad Holiday
                                                                  Larry Dorman
                                                                  Krista Mallory
                                                                  760-931-1771

                    CALLAWAY GOLF SEES REVISED REVENUE GROWTH
                           OF 5% IN FIRST HALF OF 2001

        CARLSBAD, Calif./June 8, 2001/ Callaway Golf Company (NYSE:ELY)
announced today that a variety of market conditions are likely to result in a
smaller than previously expected gain in revenues for the first six months of
2001. The Company's revised guidance for the second quarter ending June 30,
2001, is for revenues of about $250 million, resulting in revenues of $511
million for the first six months of the year, or an increase of 5% over the
first six months of 2000. This is down from previous company guidance of $290 to
$300 million in revenues for the quarter. If this revenue target is achieved,
the Company currently expects to report earnings per diluted share of $0.35 to
$0.38 for the second quarter and of $0.82 to $0.85 per share for the first six
months of 2001, up from $0.78 a year ago.

        "Our revenues in the second quarter are being affected by a variety of
factors, most of which have been outside of our control," said Brad Holiday,
Executive Vice President and Chief Financial Officer. "Our ability to take
orders in late 2000 and ship new products early in 2001 shifted some sales from
the second and later quarters into the first quarter. In addition, there are
some factors that have been negatively affecting the entire industry. They
include unusually bad weather late into the season in the United States and in
Europe which has resulted in a decrease in rounds played, as well as significant
economic concerns and uncertainty in all of our major markets, including the
United States, which have affected retailer and consumer purchases. We are also
seeing some heavy discounting and aggressive dating programs by major
competitors on both current and close-out products, including both clubs and
balls."

        "In addition, our revenue expectations have been seriously impacted in a
negative way by actions taken by the USGA and others in the United States
against the ERC(R) II Driver," Mr. Holiday continued. "The excellent early sales
in the U.S. of our new ERC II Driver in late 2000 and early 2001 have slowed
dramatically in the second quarter, and are now tracking well below previous
levels. We think the USGA's actions, including its ban of the use of an ERC II
or other non-conforming driver for handicap purposes and its erroneous position
that such drivers are not of value to average golfers, have been the primary
factors causing this drop in sales in the U.S. The USGA's handicapping ban has
been adopted by most country clubs and golf associations in the U.S., and there
are currently more than 1200 on-course pro shops that have refused to stock the
ERC II Driver even for recreational use. Outside the U.S., where the USGA's
actions have not had the same effect because the Royal & Ancient Golf Club of
St. Andrews, Scotland, has not agreed with the USGA's ban, the product's
excellent performance capabilities have resulted in strong acceptance by

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golfers, both amateur and professional, and our sales have exceeded our
expectations."

        "We have been managing our expenses in light of this slower than
expected growth in sales year over year," said Ron Drapeau, President and CEO.
"Our inventories have been controlled to market conditions and reflect
essentially all current line products. We believe that sell through on our core
products at retail has been very good despite market conditions, and that our
products at retailers -- clubs and balls -- are not overstocked. In fact, we
think that inventories of our products at retail in the U.S. are, if anything, a
little thin, providing an excellent opportunity to recapture sales momentum
should market conditions improve later in the season. Some markets, such as
Japan, remain very strong for us and our new products, although the economic
environment in general around the world is soft. Moreover, we remain strongly
committed to serving the interests of average golfers and the recreational golf
market, which puts us at odds with the USGA. In our opinion, this commitment
will ultimately benefit both us and the game of golf. Our balance sheet
continues to be strong, with essentially no debt, and our cash position and cash
flow remain healthy. In general, we plan to manage our business to achieve the
best results this market will permit, while continuing to position our brand and
our products as the best in the business for the future."

        While it is not possible at this time to forecast results for the rest
of the year with certainty, the Company believes that the business factors
listed above are likely to continue and there is no current expectation that the
USGA's active and damaging opposition to the ERC II Driver will be dropped any
time soon. Thus, business should continue to fall below previous expectations
and revenues and earnings per share for the year as a whole may be flat compared
with 2000.

        The Company expects to announce financial results for the quarter ending
June 30, 2001 on July 25, 2001.

Disclaimer: Statements used in this press release that relate to future plans,
events, financial results or performance, including statements relating to the
Company's future prospects, revenues and profitability, are forward-looking
statements as defined under the Private Securities Litigation Reform Act of
1995. These statements are based upon current information and expectations.
Actual results may differ materially from those anticipated as a result of
certain risks and uncertainties, including but not limited to market acceptance
of current and future products, including the Company's golf ball products and
the Company's new golf club products (not all of which conform to USGA rules),
adverse weather conditions, seasonality, adverse market and economic conditions,
competitive pressures, fluctuations in foreign currency exchange rates, delays,
difficulties or increased costs in the manufacturing of the Company's golf club
or ball products, or in the procurement of materials or resources needed to
manufacture the Company's golf club or ball products (including business
interruptions or increased costs resulting from power outages or shortages), and
any actions taken by the USGA or other golf association that could have an
adverse impact upon demand for the Company's products (such as the USGA's
announcement that scores in rounds played with clubs that do not conform to USGA
rules such as the Company's ERC(R) II Forged
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Titanium Driver may not be posted for USGA handicap purposes). For additional
information concerning these and other risks and uncertainties, see Part I, Item
2, of the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001, as well as other risks and uncertainties detailed from time to time in
the Company's periodic reports on Forms 10-K, 10-Q and 8-K filed with the
Securities and Exchange Commission. Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

* * * * *
Callaway Golf Company makes and sells Big Bertha(R) Metal Woods and Irons,
including Big Bertha ERC(R) II Forged Titanium Drivers, Big Bertha Hawk Eye(R)
VFT(TM) and Big Bertha Hawk Eye VFT Pro Series Titanium Drivers and Fairway
Woods, Big Bertha Steelhead Plus(TM) Stainless Steel Drivers and Fairway Woods,
Hawk Eye Tungsten Injected(TM) Titanium Irons, Steelhead(TM) X-14(R) and
Steelhead X-14 Pro Series Stainless Steel Irons. Callaway Golf Company also
makes and sells Odyssey(R) Putters, including White Hot(R), TriHot(TM), and Dual
Force(R) Putters. Callaway Golf Company makes and sells the Callaway Golf(R)
"Rule 35"(R) Firmfeel(TM) and Softfeel(TM) golf balls, and the CB1(TM) Red and
CB1 Blue golf balls. For more information about Callaway Golf Company, please
visit our Web sites at www.callawaygolf.com and www.odysseygolf.com.

If you would like to receive Callaway Golf's press releases via e-mail in the
future, please send your request to: newslist@callawaygolf.com.

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                                                                    EXHIBIT 99.3

                                                           Contact: Larry Dorman
                                                                    760-931-1771

                    CALLAWAY GOLF APPOINTS TWO NEW DIRECTORS

        CARLSBAD, Calif./June 8, 2001/ Callaway Golf Company (NYSE:ELY)
announced today that Ronald A. Drapeau and Ronald S. Beard have been appointed
to serve as Directors of the Company.

        Mr. Drapeau was elected President and CEO of Callaway Golf on May 15,
2001, following the retirement of company founder and current Chairman, Ely
Callaway. Mr. Drapeau joined the Company in 1996, and has served in a variety of
positions since that time, including Senior Executive Vice President,
Manufacturing. His new term as a Director will run until the next annual meeting
of shareholders or until replaced.

        Mr. Beard is a partner in the law firm of Gibson, Dunn & Crutcher, and
has been general outside counsel to the Company since 1998. Mr. Beard is
Chairman of Gibson, Dunn & Crutcher and was its firmwide Managing Partner from
1991 until mid-1997. He has over 30 years of experience as a business lawyer
advising corporate clients. As a Director, Mr. Beard will no longer provide
legal services to the Company, although it is expected that his firm will
continue to provide such services as requested. His term as a Director will also
run until the next annual meeting of shareholders or until replaced.

        "We are very pleased to make these fine additions to our Board," said
Mr. Callaway. "Both these gentlemen have extensive experience with the Company
that will be very useful and permit a smooth transition. I know that all of the
other Board members and the shareholders join me in supporting these
appointments."

        Mr. Drapeau and Mr. Beard will be filling seats made vacant by the
recent resignations of Charles J. Yash and Aulana L. Peters. Mr. Yash resigned
from the Board effective May 31, 2001, when he also resigned as Senior Executive
Vice President, Growth in Golf, to pursue other opportunities. Mrs. Peters
resigned effective June 6, 2001.

        "Aulana's service and counsel has been very useful during an exciting
period in the Company's history," added Mr. Callaway. "We appreciate her hard
work and dedication these past five years, and expect to maintain a close and
warm relationship with her as a friend of the Company in the future."

        Mr. Drapeau will also serve on the Board's Finance Committee, while Mr.
Beard will serve on the Board's Audit, Compensation and Management Succession,
and Finance Committees.

Callaway Golf Company makes and sells Big Bertha(R) Metal Woods and Irons,
including Big Bertha ERC(R) II Forged Titanium Drivers, Big Bertha Hawk Eye(R)
VFT(TM) and Big Bertha Hawk Eye VFT Pro Series Titanium Drivers and Fairway
Woods, Big
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Bertha Steelhead Plus(TM) Stainless Steel Drivers and Fairway Woods, Hawk Eye
Tungsten Injected(TM) Titanium Irons, Steelhead(TM) X-14(R) and Steelhead X-14
Pro Series Stainless Steel Irons. Callaway Golf Company also makes and sells
Odyssey(R) Putters, including White Hot(R), TriHot(TM), and Dual Force(R)
Putters. Callaway Golf Company makes and sells the Callaway Golf(R) "Rule 35"(R)
Firmfeel(TM) and Softfeel(TM) golf balls, and the CB1(TM) Red and CB1 Blue golf
balls. For more information about Callaway Golf Company, please visit our Web
sites at www.callawaygolf.com and www.odysseygolf.com.