SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GRAND COURT LIFESTYLES, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
385379 10 2
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(CUSIP Number)
Bernard M. Rodin, President
Grand Court Lifestyles, Inc.
Suite 350
One Executive Drive
Boca Raton, Florida 33431
(561) 997-0323
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
June 16, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Sec
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box [ ].
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See sec.240.13d-7(b) for other parties to whom copies
are to be sent.
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).
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[ CUSIP No. 385379 10 2 ] [ Page 2 of 5 Pages ]
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BERNARD M. RODIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
6,827,070
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
6,827,070
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,827,070
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.65%
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14 TYPE OF REPORTING PERSON
IN
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[ Page 3 of 5 Pages ]
ITEM 1. SECURITY AND ISSUER
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This statement relates to the common stock, $.01 par value
per share ("Common Stock"), of Grand Court Lifestyles, Inc., a
Delaware corporation (the "Issuer"). The Issuer's principal
executive offices are at Suite 350, 2650 North Military Trail,
Boca Raton, Florida 33431.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
(a) This statement is being filed by Bernard M. Rodin.
(b) Mr. Rodin's address is Suite 350, 2650 North Military
Trail, Boca Raton, Florida 33431.
(c) Mr. Rodin is President, Chief Operating Officer and
Chief Financial Officer of Grand Court Lifestyles, Inc., Suite
350, 2650 North Military Trail, Boca Raton, Florida 33431.
(d) & (e) During the last five years, Mr. Rodin has not
been: convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgement, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Mr. Rodin is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Mr. Rodin acquired his shares of the Issuer's Common Stock
in exchange for various assets transferred to the Issuer upon the
organization of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Mr. Rodin acquired the Issuer's Common Stock in the ordinary
course of business and investment as a founder of the Issuer and
as an officer, director and controlling person thereof. Mr.
Rodin reserves the right to purchase additional shares, to sell
all or some of the shares beneficially owned by him, or to
otherwise trade in the Issuer's Common Stock.
Although Mr. Rodin has no plans or proposals which relate to
or would result in any transaction specified in paragraphs (a)
through (j) of this Item, he may consider plans or proposals
relating to or resulting in one or more such transactions in the
future depending upon factors then existing, such as the market
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[ Page 4 of 5 Pages ]
for the Issuer's Common Stock, the Issuer's then prospects,
alternative investment opportunities, general economic and money-
market investment conditions, as well as other factors deemed
relevant from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) Mr. Rodin is the direct beneficial owner of 6,827,070
shares of Common Stock which represents 38.65% of the total
number of shares of Common Stock.
(b) Mr. Rodin has sole voting power for the 6,827,070
shares of Common Stock listed in Item 5(a) and has sole
dispositive power as to such 6,827,070 shares of Common Stock.
(c) Mr. Rodin effected the following transactions in the
Issuer's Common Stock during the 60 days prior to the event date
of this Statement: private sale of 500,000 shares of Common Stock
at a price of $3.00 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
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None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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None
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[ Page 5 of 5 Pages ]
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and accurate.
Dated: June 24, 1999
/s/Bernard M. Rodin
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BERNARD M. RODIN
