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                                                                     EXHIBIT 2.1

                           APGC HOLDINGS COMPANY, LLC
                            THE LUPTON COMPANY, LLC
                              702 TALLAN BUILDING
                             CHATTANOOGA, TN 37402


                                 April 29, 1999




Board of Directors
The Arnold Palmer Golf Company
6201 Mountain View Road
Ooltewah, Tennessee 37363

     Re: Proposal for Acquisition


Dear Board of Directors:

     APGC Holdings Company, LLC, ("Holdings") is pleased to submit a proposal to
acquire The Arnold Palmer Golf Company (the "Company") in a cash-out merger
transaction in which the Company will merge with Holdings or a wholly-owned
subsidiary of Holdings (the "Merger"). The President and Chief Executive Officer
of the Company, Ms. Cindy L. Davis, and certain shareholders and directors of
the Company, including Messrs. John T. Lupton and Arnold D. Palmer, have formed
Holdings for the purpose of acquiring the Company. These individuals or their
affiliates have agreed to contribute approximately 41 percent of the issued and
outstanding shares of common stock of the Company to Holdings.

     Holdings hereby proposes to pay, upon the consummation of the Merger, $1.20
per share to the holders of the issued and outstanding shares of the Company
which are not then owned by Holdings. All such shares shall be canceled in the
Merger. Upon the consummation of the Merger, the registration of the Company as
a publicly-traded reporting company under the Securities Exchange Act of 1934,
as amended, shall be terminated.

     This proposal is subject to the negotiation of a definitive merger
agreement and other documentation of the Merger which are, in form and
substance, satisfactory to Holdings and which include customary representations,
warranties, covenants and conditions. Moreover, this proposal is subject to the
following additional conditions:

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     1.  Holdings shall have made arrangements for the satisfactory
         restructuring of the Company's outstanding indebtedness on terms
         acceptable to Holdings including the Company's short- and long-term
         debt and the Company's outstanding subordinated debentures whether held
         by affiliates of Holdings or others.

     2.  No litigation or other challenge to the proposal shall have been
         commenced or threatened whether by the existing shareholders of the
         Company or others.

     3.  The Company shall not have entertained proposals or entered discussions
         with any other persons regarding the acquisition of all of the stock or
         substantially all of the assets of the Company.

     4.  The Company shall not have suffered, or expect to suffer, a material
         adverse change in its business, operations, properties or financial
         condition arising from any cause whatsoever.

     5.  The Company shall have received no indication that it will be unable to
         obtain any necessary consents or approvals from third parties
         necessary for the consummation of the Merger including consents from
         third-parties that have existing contractual relationships with the
         Company or governmental approvals or authorizations for the form or
         substance of the transaction.

     6.  The Merger can be structured in a fashion to obtain the most favorable
         tax treatment possible for Holdings and the Company including fully
         utilizing the net operating loss carry forwards of the Company to
         offset income of the Company to the extent permitted under the Internal
         Revenue Code of 1986, as amended.

     7.  There shall be no indication that the execution of a definition merger
         agreement shall be delayed beyond June 30, 1999, or that closing of the
         Merger shall be delayed beyond September 30, 1999.

         Please note that this proposal is preliminary in nature and may be
withdrawn by Holdings by notice provided to the Company at any time prior to the
execution of a definitive merger agreement notwithstanding the continued
satisfaction of the conditions enumerated above.

         Please note as well that this proposal is being made solely to you in
your capacity as representatives of the Company
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and is not to be construed as a proposal to purchase on any terms other than as
specifically set forth herein or as a proposal to anyone other than the
Company. This proposal is further to be treated as confidential pending
agreement by the Company and Holdings of an appropriate public announcement.

          Very truly yours,

          APGC HOLDINGS COMPANY, LLC

          /s/ Cindy L. Davis
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          Cindy L. Davis
          President and Chief Executive Officer