As filed with the Securities and Exchange Commission on July 20, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 (ss.240.13e-3) thereunder)
Amendment No. 3
(Final Amendment)
GOLDEN BEAR GOLF, INC.
(Name of the Issuer)
GOLDEN BEAR GOLF, INC.
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
380975102
(CUSIP Number of Class of Securities)
Stephen S. Winslett
Senior Vice President, Chief Operating Officer and Chief Financial Officer
11780 U.S. Highway One
North Palm Beach, Florida 33408
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Please send copies of all communications to:
Eugene E. Stearns, Esq.
Alison W. Miller, Esq.
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$1,878,722 $376
* This calculation assumes the purchase of 2,504,962 shares of Class A Common
Stock of Golden Bear Golf, Inc. at $0.75 per share in cash. The amount of the
filing fee, calculated in accordance with Rule 0-11(b)(1) promulgated under the
Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the
value of the maximum number of shares proposed to be purchased as described in
the Transaction-Information Statement.
[X] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
$376
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2) Form or Registration No.:
Schedule 13E-3 (File No. 5-49399)
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3) Filing Party:
Golden Bear Golf, Inc.
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4) Date Filed:
April 12, 2000
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SCHEDULE 13E-3
This Amendment No. 3 to Rule 13e-3 Transaction Statement on Schedule
13E-3 (the "Transaction Statement") is filed pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and relates to
an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January
12, 2000 by and among Golden Bear Golf, Inc., a Florida corporation ("Golden
Bear"), and GB Golf Corp., a Florida corporation and a wholly and subsidiary of
Golden Bear ("Acquisition Corp."). This amendment is being filed pursuant to
Rule 13e-3(d)(3) as a final amendment to the Transaction Statement to report the
results of the transaction which is the subject of the Transaction Statement.
On July 20, 2000 Acquisition Corp. merged with and into Golden Bear
with Golden Bear as the surviving corporation (the "Merger"). Pursuant to the
terms of the Merger, each outstanding share of Class A Common Stock of Golden
Bear (the "Class A Common Stock") was converted into the right to receive
0.00000877 of a share of the common stock of the surviving corporation of the
Merger ("Surviving Corporation Stock"). However, each holder of Class A Common
Stock who would otherwise have been entitled to receive less than one full share
of Surviving Corporation Stock is instead entitled only to receive a cash
payment in the amount of $0.75 per share of Class A Common Stock in lieu of a
fractional share of Surviving Corporation Stock.
As a result of the Merger, Golden Bear is now a private company owned
by Jack W. Nicklaus and holders of Class A Common Stock who are affiliated with
Mr. Nicklaus. The listing of the Class A Common Stock on the OTC Bulletin Board
and trading in the Class A Common Stock ceased as of the close of business on
July 20, 2000, and Golden Bear will file a Form 15 with the Securities and
Exchange Commission to terminate the registration of the Class A Common Stock
under the Exchange Act.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
GOLDEN BEAR GOLF, INC.
By: /S/ STEPHEN S. WINSLETT
--------------------------------------
Stephen S. Winslett
Senior Vice President, Chief Operating
Officer and Chief Financial Officer
July 20, 2000
GB GOLF CORP.
By: /S/ STEPHEN S. WINSLETT
--------------------------------------
Stephen S. Winslett
President
July 20, 2000
JACK W. NICKLAUS
/s/ JACK W. NICKLAUS
-----------------------------------------
Jack W. Nicklaus
July 20, 2000
