U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING 0-21089
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SEC FILE NUMBER
380975102
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CUSIP NUMBER
(CHECK ONE):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-F
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
Nothing in this Form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates : N/A
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PART I--REGISTRANT INFORMATION
GOLDEN BEAR GOLF, INC.
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Full Name of Registrant (Former Name If Applicable)
11780 U.S. HIGHWAY ONE
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Address of Principal Executive Office (Street and Number)
NORTH PALM BEACH, FLORIDA 33408
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City, State and Zip Code
PART II--RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III--NARRATIVE
As previously announced, in 1998 Golden Bear Golf, Inc., a Florida
corporation (the "Registrant") completed an internal review of construction
projects at its subsidiary, Paragon Construction International, for the year
ended December 31, 1997 and for the first quarter of 1998, and, as a result, the
Registrant reported a restated loss of $24.7 million for the year ended December
31, 1997, compared to a loss of $2.9 million as originally reported. The
Registrant also recognized significant losses for the first six months of 1998.
On October 19, 1998, the Registrant filed an amended Form 10-K/A for
the year ended December 31, 1997 and an amended form 10-Q/A for the quarterly
period ended March 31, 1998. On that same day, the Registrant also filed its
Form 10-Q for the quarterly period ended June 30, 1998. On November 23, 1998,
the Registrant filed its Form 10-Q for the quarterly period ending September 30,
1998.
As a result of the conclusion of the internal review and the
significant time and effort being expended by the Registrant and its advisors in
connection with the preparation of the filings referred to above, the Registrant
will not be in a position to timely file its Form 10-K for the year ended
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December 31, 1998. Nevertheless, the Registrant does intend to file such Form
10-K no later than the fifteenth calendar day following the prescribed due date,
as contemplated by Rule 12b-25(b)(2) promulgated under the Securities Exchange
Act of 1934, as amended.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
STEPHEN S. WINSLETT (561) 626-3900
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(Name) (Area Code and Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Golden Bear Golf, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 30, 1999 By: /S/ STEPHEN S. WINSLETT
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Stephen S. Winslett
Chief Operating Officer and
Chief Financial Officer
