-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EkdN8wJdwBWBPxqh08hhvNsyALIMMX3pWR4hnxa3ffh7MxdgLn329iMAwa8L93Iu BbfaG40aTY2AeXq9WGMZVA== 0001204459-07-000093.txt : 20070117 0001204459-07-000093.hdr.sgml : 20070117 20070117142219 ACCESSION NUMBER: 0001204459-07-000093 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070117 DATE AS OF CHANGE: 20070117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALLAWAY GOLF CO /CA CENTRAL INDEX KEY: 0000837465 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 953797580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43131 FILM NUMBER: 07534625 BUSINESS ADDRESS: STREET 1: 2180 RUTHERFORD RD CITY: CARLSBAD STATE: CA ZIP: 92008-8815 BUSINESS PHONE: 7609311771 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Goodman & Company, Investment Counsel Ltd. CENTRAL INDEX KEY: 0000944388 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 ADELAIDE STREET EAST STREET 2: 29TH FLOOR CITY: TORONTO STATE: A6 ZIP: M5V 2C9 BUSINESS PHONE: 4168636990 MAIL ADDRESS: STREET 1: 1 ADELAIDE STREET EAST STREET 2: 29TH FLOOR CITY: TORONTO STATE: A6 ZIP: M5V 2C9 FORMER COMPANY: FORMER CONFORMED NAME: GOODMAN & COMPANY, INVESTMENT COUNSEL LTD. DATE OF NAME CHANGE: 20040527 FORMER COMPANY: FORMER CONFORMED NAME: DYNAMIC MUTUAL FUNDS LTD DATE OF NAME CHANGE: 20020301 FORMER COMPANY: FORMER CONFORMED NAME: DUNDEE INVESTMENT MANAGEMENT & RESEARCH LTD DATE OF NAME CHANGE: 19980717 SC 13G 1 calloway13g.htm CALLAWAY GOLF COMPANY - SCHEDULE 13G Callaway Golf Company - Schedule 13G - Prepared by TNT Filings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Year End Filing)*

CALLAWAY GOLF COMPANY
(Name of Issuer)
 
COMMON SHARES
(Title of Class of Securities)
 
131193104
(CUSIP Number)
 
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ] Rule 13d-1(b)
[
X] Rule 13d-1(c)
 
] Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

Page 1 of 5 pages


CUSIP No. 131193104        
           
1. Names of Reporting Persons.        
   I.R.S. Identification Nos. of above persons (entities only).  
   Goodman & Company, Investment Counsel Ltd., One Adelaide Street East, 29th Floor, Toronto, Ontario, Canada M5C 2V9
           
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A        
(b)          
           
3. SEC Use Only        
           
4. Citizenship or Place of Organization: Toronto, Ontario, Canada 
           
           
Number of 5. Sole Voting Power 5,440,163 common shares  
Shares          
Beneficially 6. Shared Voting Power  Nil    
Owned by          
Each 7. Sole Dispositive Power 5,440,163 common shares  
Reporting          
Person With 8. Shared Dispositive Power Nil    
           

9. Aggregate Amount Beneficially Owned by Each Reporting Person  5,440,163 common shares are held within mutual funds or other client accounts managed by Goodman & Company, Investment Counsel Ltd. acting as Investment Counsel and Portfolio Manager.

   
           
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     N/A
           
           
11. Percent of Class Represented by Amount in Row (9)     6.39% undiluted  
           
           
12. Type of Reporting Person (See Instructions)       IA    
   
           

Page 2 of 5 pages


Item 1. (a) Name of Issuer
                  Callaway Golf Company

Item 1. (b) Address of Issuer's Principal Executive Offices
                  2180 Rutherford Road, Carlsbad, California, 92008-7328 USA

Item 2. (a) Name of Person Filing
                  Goodman & Company, Investment Counsel Ltd.

Item 2. (b) Address of Principal Business Office or, if none, Residence
                 
One Adelaide Street East, 29th Floor, Toronto, Ontario, Canada M5C 2V9

Item 2. (c) Citizenship
                  Canadian

Item 2. (d) Title of Class of Securities
                  Common Shares

Item 2. (e) CUSIP Number
                  Not Applicable

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

CANADIAN INVESTMENT COUNSELLING FIRM

Page 3 of 5 pages


Item 4. Ownership.

(a) Amount beneficially owned:  5,440,163 common shares
(b) Percent of class:  6.39% undiluted
(c) Number of shares as to which the person has:
                       (i) Sole power to vote or to direct the vote  
5,440,163 common shares
                      
(ii) Shared power to vote or to direct the vote  Nil
                      
(iii) Sole power to dispose or to direct the disposition of
 
5,440,163 common shares
                      
(iv) Shared power to dispose or to direct the disposition of  Nil

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.
            
Not applicable.

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

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 4 of 5 pages


 

SIGNATURE

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 correct.

January 17, 2007

Date

 

"John Hadwen"

Signature

 
John Hadwen, Portfolio Manager

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath this signature.

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