-----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, GaZ2BHRg4iCNwgZPSZqDXeaocZEudC0yl762uuRf/6J8f3auJS1EKh99pP5U4A6T h9pl4eOFbZiW1T/f6ZUoBg== 0001204459-07-001530.txt : 20071010 0001204459-07-001530.hdr.sgml : 20071010 20071010113405 ACCESSION NUMBER: 0001204459-07-001530 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071010 DATE AS OF CHANGE: 20071010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALLAWAY GOLF CO 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: 071164469 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 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO /CA DATE OF NAME CHANGE: 19940222 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 ely101007sch13g.htm 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
(Exit Filing)*

CALLAWAY GOLF COMPANY
(Name of Issuer)
 
COMMON SHARES
(Title of Class of Securities)
 
131193104
(CUSIP Number)
 
September 30, 2007
(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)

Q

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)

£

  (b)

£

   
3

SEC USE ONLY

 

 

 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Toronto, Ontario, Canada

 
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

2,825,120 common shares

 
 
6

SHARED VOTING POWER

 

Nil

 
 
7

SOLE DISPOSITIVE POWER

 

2,825,120 common shares

 
 
8

SHARED DISPOSITIVE POWER

 

Nil

 
 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,825,120 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

£

   
 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.32% Undiluted

 
 
12

TYPE OF REPORTING PERSON

 

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: 2,825,120 common shares

(b)

Percent of class: 3.32% undiluted

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote 2,825,120 common shares

(ii)

Shared power to vote or to direct the vote Nil

(iii)

Sole power to dispose or to direct the disposition of 2,825,120 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

Goodman & Company, Investment Counsel Ltd. has disposed of 2,615,043 common shares of Callaway Golf Company and has ceased being a beneficial owner of more than five percent of the class of securities held as of the date hereof.

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.

  October 10, 2007
  Date
   
  "Ned Goodman"
  Signature
   
  Ned Goodman, 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 his signature.

 

 Page 5 of 5 pages


-----END PRIVACY-ENHANCED MESSAGE-----