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FORM 5
/ x /Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Holdings Reported
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
Bulldog Capital Management Limited Partnership, 33 North Garden
Avenue, Suite 750, Clearwater, FL 33755.
(Last) (First) (Middle), (Street), (City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol Bikers Dream, Inc. (BIKR)
3. IRS or Social Security Number of Reporting Person (Voluntary) 59-
3349779
4. Statement for Month/Year 12/98
5. If Amendment, Date of Original (Month/Year) ___________
6. Relationship of reporting person to issuer
(Check all applicable)
____ Director ____ 10% Owner
____ Officer (give __x__ Other (specify
title below) below)
___Former 10% owner________
7. Individual or Joint/Group Filing (Check Applicable line)
____ Form filed by one Reporting Person
_x___ Form filed by More than One Reporting Person
SEC 2270(9-96)
FORM 5 (continued) Page 2 of 8 Pages
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 5/22/96
3. Transaction Code (Instr. 8) P
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 51,334 (A) or (D) A Price $6.81809
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal
Year
(Inst. 3 and 4) 51,334
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) These
securities are owned directly by Bulldog Capital Partners Limited
Partnership ("BCP"), and indirectly by Bulldog Capital Management Limited
Partnership ("BCM"), the general partner of BCP.
7. Nature of Indirect Beneficial Ownership (Inst. 4) BCM owns these
securities as the general partner of BCP.
__________________________________________________________________________
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v). SEC 1474(7-96)
FORM 5 (continued) Page 3 of 8 Pages
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 3/31/98
3. Transaction Code (Instr. 8) P
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 390,721 (A) or (D) A Price $3.1992
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal
Year
(Inst. 3 and 4) 524,555
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) Of these
securities, 343,834 shares are owned directly by BCP, and all 390,721 of
the shares are owned indirectly by BCM.
7. Nature of Indirect Beneficial Ownership (Inst. 4) BCM owns the
securities indirectly as the general partner of BCP and the investment
adviser of a managed account.
__________________________________________________________________________
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v). SEC 1474(7-96)
FORM 5 (continued) Page 4 of 8 Pages
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 9/16/98
3. Transaction Code (Instr. 8) P
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 20,000 (A) or (D) A Price $4.00
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal
Year
(Inst. 3 and 4) 524,555
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) These
securities are owned directly by BCP, and indirectly by BCM.
7. Nature of Indirect Beneficial Ownership (Inst. 4) BCM owns these
securities indirectly as the general partner of BCP.
__________________________________________________________________________
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v). SEC 1474(7-96)
FORM 5 (continued) Page 5 of 8 Pages
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 12/30/98
3. Transaction Code (Instr. 8) P
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 62,500 (A) or (D) A Price $5.00
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal
Year
(Inst. 3 and 4) 524,555
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) Of these
securities, 55,000 shares are owned directly by BCP, and all 62,500 of the
shares are owned indirectly by BCM.
7. Nature of Indirect Beneficial Ownership (Inst. 4) BCM owns the
securities indirectly as the general partner of BCP and the investment
adviser of a managed account.
__________________________________________________________________________
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v). SEC 1474(7-96)
FORM 5 (continued) Page 6 of 8 Pages
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
1. Title of Derivative Security (Instr. 3) _____________________________
2. Conversion or Exercise Price of Derivative Security _______________
3. Transaction Date (Month/Day/Year) ______________
4. Transaction Code (Instr. 8) __________________
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) (A) _____________ (D) ______________
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
____________________ ________________________
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
Title ______________________ Amount or Number of Shares ________
8. Price of Derivative Security (Instr. 5) _______________
9. Number of Derivative Securities Beneficially Owned at End of Year
(Instr. 4) _______________
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) __________________
11. Nature of Indirect Beneficial Ownership (Inst. 4)
_____________________________________________________________________
__________________________________________________________________________
FORM 5 (continued) Page 7 of 8 Pages
Explanation of Responses:
BCM has only a pro rata interest in the securities reported and disclaims
beneficial ownership of the securities reported except to the extent of
its pecuniary interest.
BULLDOG CAPITAL MANAGEMENT LIMITED
PARTNERSHIP
By: Bulldog Capital Management, Inc.
General Partner
By: /s/ Brandon L. Marion
Brandon L. Marion, President
**Signature of Reporting Person
Date: February 15, 1999
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be manually
signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection
of information contained in this form are not required to respond
unless the form displays a currently valid OMB Number. SEC 2270 (9-96)
FORM 5 (continued) Page 8 of 8 Pages
Joint Filer Information
Name: Bulldog Capital Partners Limited Partnership
Address: 33 North Garden Avenue, Suite 750, Clearwater, FL 33755.
Designated Filer: Bulldog Capital Management Limited Partnership
Issuer and Ticker Symbol: Bikers Dream, Inc. (BIKR)
Date of Event Requiring Statement: 12/31/98
Signature: BULLDOG CAPITAL PARTNERS LIMITED PARTNERSHIP
By: Bulldog Capital Management Limited Partnership,
General Partner
By: Bulldog Capital Management, Inc., General Partner
By: /s/ Brandon L. Marion
Brandon L. Marion, President
3646/001/1029800
