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
JACK W. NICKLAUS
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
UNITED STATES OF AMERICA
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,000,000
BENEFI-
CIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 866,400
PERSON
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
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)
54.5%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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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 Jack W. Nicklaus (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 citizen of the United
States of America.
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 may
be deemed to be the beneficial owner of 240,000
shares of Class A Common Stock by virtue of the
proxies granted to the Reporting Person by each of
Richard P. Bellinger, Mark F. Hesemann, Thomas P.
Hislop and Jack P. Bates (the "Class A Holders").
In addition, the Reporting Person may be
deemed to be the beneficial owner of 2,760,000 shares
of the the Class B Common Stock, par value $.01 per
share, of the Issuer (the "Class B Common Stock" and,
together with the Class A Common Stock, the "Common
Stock") as
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follows: (i) 866,400 shares of Class B Common Stock
held directly; (ii) 1,320,000 shares of Class B
Common Stock held indirectly as the Chairman of the
Board of Directors and the beneficial owner of a
controlling interest in Golden Bear International,
Inc., a Florida corporation ("GBI"); and (iii)
573,600 shares of Class B Common Stock by virtue of a
proxy granted to the Reporting Person by Richard P.
Bellinger and Barbara B. Nicklaus as co-trustees (the
"Co-Trustees") of each of the Jack W. Nicklaus, II
Trust, the Steven Nicklaus Trust, the Nancy J.
Nicklaus O'Leary Trust, the Gary T. Nicklaus Trust
and the Michael S. Nicklaus Trust (collectively, the
"Nicklaus Family Trusts"). 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 Reporting Person will be
deemed to beneficially own an aggregate of 3,000,000
shares of Class A Common Stock.
The Nicklaus Family Trusts are parties to a
Shareholders' Agreement (the "Family Shareholders'
Agreement"), dated August 6, 1996, with the Reporting
Person which, among other things, grants the
Reporting Person the right to vote all shares of
Class B Common Stock held by the Nicklaus Family
Trusts in the Reporting Person's discretion on any
and all corporate matters on which the Nicklaus
Family Trusts would be entitled to vote. The Family
Shareholders' Agreement also contains certain
limitations on the transfer of shares of Class A
Common Stock and Class B Common Stock. Each party to
the Family Shareholders' Agreement, including the
Co-Trustees in the respective capacities as
co-trustees of the Nicklaus Family Trusts, has
granted to the other parties a right of first offer
to purchase any shares of Common Stock of such party
in the event such party intends to sell to a person
(or group of persons) who is not a "Permitted
Transferee," as that term is defined in the Issuer's
Articles of Incorporation, except in certain
circumstances, such as sales in underwritten public
offerings or sales made in compliance with Rule 144.
Certain of the shares of Class B Common Stock owned
by certain Nicklaus Family Trusts are pledged to the
Reporting Person to secure loans made by the
Reporting Person to such trusts. The Nicklaus Family
Trusts are further prohibited from selling, disposing
or otherwise transferring any such shares for a
period of two years ending June 1998.
The Class A Holders pledged all of the
shares of Class A Common Stock held by them directly
to the Reporting Person as collateral to secure
certain loans made by the Reporting Person to the
Class A Holders. The Class A Holders also entered
into a Shareholders' Agreement, dated August 6, 1996,
with the Reporting Person and the Issuer (the
"Management Shareholders' Agreement"), pursuant to
which the Class A Holders assigned to the Reporting
Person the right to vote all of such shares in the
Reporting Person's discretion until such shares are
sold or transferred to a third party. The Management
Shareholders' Agreement also prohibits any of the
Class A Holders from selling, disposing or otherwise
transferring any such shares for a period of two
years ending June 1998.
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(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. Assuming
conversion of all such shares of Class B Common Stock
deemed to be beneficially owned by the Reporting
Person, the Reporting Person would be deemed to
beneficially own 3,000,000 shares of Class A Common
Stock, which would constitute 54.5% 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 240,000 shares of Class A Common Stock and
the 2,760,000 shares of Class B Common Stock deemed
to be beneficially owned by the Reporting Person
constitute 91.0% of the aggregate voting power of the
Issuer.
(c) The Reporting Person possesses sole voting power
with respect to (i) 866,400 shares of Class B Common
Stock held by him directly; (ii) 1,320,000 shares of
Class B Common Stock deemed to be held by him
indirectly; and (iii) 240,000 shares of Class A
Common Stock for which proxies were granted to the
Reporting Person. The Reporting Person has sole
dispositive power with respect to the 866,400 shares
of Class B Common Stock held by him directly.
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.
GBI, of which the Reporting Person is the
Chairman of the Board of Directors and the beneficial
owner of a controlling interest, has the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of
1,320,000 shares of Class B Common Stock owned by
GBI.
The beneficiaries of the Nicklaus Family
Trusts have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of the shares of Class B Common Stock
owned by the Nicklaus Family Trust of which such
person is the beneficiary. As described in greater
detail elsewhere herein, the Nicklaus Family Trusts
are subject to the Family Shareholders' Agreement and
certain of the shares of Class B Common Stock held
therein have been pledged to the Reporting Person.
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The Class A Holders have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of
their respective shares of Class A Common Stock. As
described in greater detail elsewhere herein, the
Class A Holders are subject to the Management
Shareholders' Agreement and the shares of Class A
Common Stock held by the Class A Holders have been
pledged to the Reporting Person.
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.
/s/ JACK W. NICKLAUS
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Date: February 14, 1997 Jack W. Nicklaus
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