SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
GOLDEN BEAR GOLF, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
380975102
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(Cusip Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
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CUSIP NO. 380975102 13G PAGE 2
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDEN BEAR INTERNATIONAL, INC.
2 Check the appropriate Box if a Member of a Group (a) [ ]
(SEE INSTRUCTIONS) (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,320,000
BENEFI-
CIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,320,000
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
32.5%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Item 1(a). NAME OF ISSUER.
The name of the issuer is Golden Bear Golf, Inc.
(the "Issuer").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The address of the Issuer's principal executive
office is 11780 U.S. Highway One, North Palm Beach,
Florida 33408.
Item 2(a). NAME OF PERSON FILING.
This report is being filed by Golden Bear
International, Inc. (the "Reporting Person").
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
11780 U.S. Highway One, North Palm Beach, Florida
33408.
Item 2(c). CITIZENSHIP.
The Reporting Person is a corporation organized and
existing under the laws of the State of Florida.
Item 2(d). TITLE OF CLASS OF SECURITIES.
This report relates to the Issuer's Class A Common
Stock, par value $.01 per share (the "Class A Common
Stock").
Item 2(e). CUSIP NUMBER.
380975102
Item 3. Not applicable.
Item 4. OWNERSHIP.
(a) As of December 31, 1996, the Reporting Person
beneficially owned 1,320,000 shares of the Issuer's
Class B Common Stock, par value $.01 per share (the
"Class B Common Stock").
As described in greater detail below, each
share of Class B Common Stock is convertible at the
option of the holder into one share of Class A Common
Stock. Accordingly, for purposes of this filing, the
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Reporting Person will be deemed to beneficially own
of an aggregate of 1,320,000 shares of Class A Common
Stock.
(b) Each share of Class B Common Stock is convertible
at the option of the holder into one share of Class A
Common Stock and is automatically converted into one
share of Class A Common Stock upon transfer to a
person who is not a "Permitted Transferee," as that
term is defined in the Issuer's Articles of
Incorporation. Assuming conversion of all such shares
of Class B Common Stock beneficially owned by the
Reporting Person, the Reporting Person would
beneficially own 1,320,000 shares of Class A Common
Stock, which would constitute 32.5% of the number of
shares of Class A Common Stock outstanding.
Each share of Class A Common Stock entitles
the holder to one vote on each matter submitted to a
vote of the Issuer's shareholders and each share of
Class B Common Stock entitles the holder to ten votes
on each such matter, including the election of
directors of the Issuer. Assuming no conversion of
any of the outstanding shares of Class B Common
Stock, the 1,320,000 shares of Class B Common Stock
beneficially owned by the Reporting Person constitute
43.5% of the aggregate voting power of the Issuer.
(c) The Reporting Person has sole voting and
dispositive power with respect to the 1,320,000
shares of Class B Common Stock held directly by the
Reporting Person.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
GOLDEN BEAR INTERNATIONAL, INC.
/s/ RICHARD P. BELLINGER
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Date: February 14, 1997 Richard P. Bellinger
President and Chief Executive Officer
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