UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 2324, 2012

GOLFSMITH INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-52041	16-1634847
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
11000 North IH-35, Austin, Texas		78753-3195
(Address of principal executive offices)		(Zip Code)

11000 North IH-35, Austin, Texas		78753-3195
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 837-8810

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 8.01.~~Introductory ~~Other~~Note ~~Events.~~

~~This~~On ~~Form~~July 24, ~~8-K~~2012, isGolfsmith ~~being~~International ~~filed~~Holdings, ~~pursuant~~Inc. ~~to a memorandum of understanding regarding~~ (the ~~settlement~~“Company”) ofcompleted ~~certain litigation relating to~~ the ~~Agreement~~ ~~and~~previously ~~Plan~~announced ofmerger ~~Merger~~ (the “Merger ~~Agreement~~”), ~~dated~~with ~~May 11,~~Major ~~2012,~~Merger ~~by and among Golfsmith International Holdings~~Sub, Inc. (~~the~~ “~~Company~~Merger Sub”), a wholly-owned subsidiary of Golf Town USA Holdings Inc. (“Golf Town”), ~~and~~whereby ~~Major~~ Merger Sub, ~~Inc.~~merged with and into the Company with the Company continuing as the surviving corporation (the “~~Merger~~Surviving ~~Sub~~Corporation”) and a wholly-owned subsidiary of Golf Town. The Merger ~~Agreement~~was ~~provides~~effected ~~that,~~pursuant onto the terms ~~and~~of ~~subject to~~ the ~~conditions~~Agreement ~~set~~and ~~forth~~Plan inof Merger (the “Merger Agreement”), dated as of May 11, 2012, among the Company, Golf Town and Merger Sub. ~~will~~At ~~merge~~the ~~with~~effective ~~and~~time ~~into~~of the ~~Company~~Merger (the “~~Merger~~Effective Time”), ~~with~~ the ~~Company~~following ~~continuing~~events astook ~~the surviving~~place ~~corporation~~in ~~and~~connection awith ~~wholly~~the ~~owned~~consummation ~~subsidiary~~ of ~~Golf~~the ~~Town.~~Merger:

AsItem previously disclosed on pages 8, 61 and 62 of the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission (the “SEC”) by the Company on June 28, 2012 (the “Definitive Information Statement”), two putative class action lawsuits were filed in connection with the Merger2.01 ~~The~~Completion ~~actions are entitled Bushansky v. Golfsmith International Holdings, Inc., et al., No. D-1-GN-12-001495 (the “Bushansky Action”), pending in the District Court~~ of ~~Travis~~Acquisition County, Texas, 126th Judicial District (the “Court”) and Fleener v. Hanaka, et al., Civil Action No. 1:12-CV-563 (the “Fleener Action”), pending in the United States District Court for the Western District of Texas Austin Division. Such lawsuits were filed against the Company, Golf Town, Merger Sub, the Company’s directors, and, in the case of the Fleener Action, against Atlantic Equity Partners III, L.P. (“AEP”). The complaints allege, among other things, that the Company’s directors and certain other defendants breached their fiduciary duties in connection with the Merger, that Golf Town and Merger Sub and certain other defendants aided and abetted the directors’ alleged breach of those fiduciary duties, and that the Preliminary Information Statement on Schedule 14C filed with the SEC by the Company on June 4, 2012 contained material misstatements and omissions. The plaintiffs sought injunctive relief concerning the alleged fiduciary breaches and prohibiting defendants from consummating the Merger, other forms of equitable relief, and compensatory and/or ~~rescissory~~Disposition ~~damages. On July 23, 2012, the Company, the Company’s directors, Golf Town and Merger Sub entered into a memorandum~~ of ~~understanding with the plaintiffs in the Bushansky Action and the Fleener Action regarding the settlement of these actions~~Assets.

InPursuant ~~connection~~to ~~with~~the Merger Agreement, at the ~~proposed~~Effective ~~settlement~~Time each share of the Company’s common stock, par value US$0.001 per share (the “Company ~~agreed~~Common ~~not~~Stock”) outstanding immediately prior to the ~~assert~~Merger (other than shares that awere ~~demand~~held ~~for~~by ~~appraisal~~the Company as treasury stock, or by aGolf ~~holder~~Town or Merger Sub or shares held by any stockholder of the Company’s ~~common stock~~ who has perfected and not ~~surrendered~~withdrawn ~~any~~a demand for or lost appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) with respect to such ~~holder’s common~~shares) ~~stock~~was converted into the right to receive US$6.10 in ~~exchange~~cash ~~for~~(the ~~any~~“Per Share Merger Consideration”). In addition, at the Effective Time, each outstanding option (asvested ~~defined~~or inunvested) to purchase shares of the ~~Merger~~Company ~~Agreement)~~Common Stock granted under the Company’s stock plan was canceled, and each holder thereof is ~~not~~entitled ~~timely~~to ~~under~~receive ~~Section 262~~a cash payment equal to the excess, if any, of US$6.10 over the ~~Delaware~~per ~~General~~share ~~Corporate~~exercise ~~Law~~price ifunder such ~~holder~~option ~~who~~multiplied ~~otherwise~~by ~~satisfies~~ the ~~requirements~~total number of ~~Section 262~~shares ~~submits~~subject to such option, less any required withholding taxes. At the Effective Time, each outstanding deferred stock unit issued pursuant to a ~~written~~deferred ~~demand~~stock ~~for~~unit ~~appraisal~~award ~~within~~agreement, 20each ~~calendar~~performance ~~days~~share ofaward ~~the~~issued ~~first~~pursuant ~~date~~to ~~that~~a performance share award agreement and each ofoutstanding ~~the~~restricted ~~following~~stock isunit ~~satisfied:~~award ~~(i)~~ issued pursuant to a restricted stock award agreement, in each case under the ~~notice~~Company’s ~~required~~stock byplan ~~Section 262~~(deach, a “Company Award”)~~(2)~~, aswas ~~revised~~canceled, and each holder thereof is entitled to ~~reflect~~receive the ~~terms~~Per ofShare ~~the~~Merger ~~settlement~~Consideration, ismultiplied ~~delivered~~by the number of shares subject to ~~stockholders~~such Company Award inimmediately ~~accordance~~prior ~~with~~to ~~Section 262(d)(2)~~the ~~and~~Effective ~~(ii)~~ Time, less any required withholding taxes. In connection with the ~~filing~~Merger, OMERS Administration Corporation has made an equity investment of ~~this~~approximately ~~8-K~~US$125 million to finance the Merger and to pay certain fees and expenses associated with the Merger.

The ~~Company~~Merger ~~believes~~Agreement ~~that~~has nobeen ~~further~~referenced herein to provide investors and ~~supplemental~~shareholders ~~disclosure~~with isinformation ~~required~~regarding ~~under~~its ~~applicable~~terms. ~~laws;~~It ~~however,~~is not intended to ~~avoid~~provide ~~the~~any ~~risk~~other offactual ~~the~~information ~~stockholder~~about ~~class~~the ~~actions~~Company, ~~delaying~~Golf Town or ~~adversely~~Merger ~~affecting~~Sub. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of such agreement and toas ~~minimize~~of specified dates, were solely for the ~~expense~~benefit of ~~defending~~the parties to such ~~actions~~agreement, ~~the~~and ~~Company~~may ~~has~~be ~~also~~subject to limitations agreed, upon by the contracting parties. The representations and warranties may have been ~~pursuant~~made tofor the ~~terms~~purpose of allocating contractual risk between the ~~proposed~~parties ~~settlement~~to the agreement instead of establishing these matters as facts, and may be subject to ~~make~~standards ~~certain~~of ~~supplemental~~materiality ~~disclosures~~applicable ~~related~~to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, ~~all~~warranties and covenants or any descriptions thereof as characterizations of ~~which~~the actual state of facts or condition of the Company or Golf Town or any of their respective subsidiaries or affiliates. In addition, the assertions embodied in the representations and warranties contained in the Merger Agreement are ~~set~~qualified ~~forth~~by ~~below~~information in the company disclosure letter that the parties have exchanged (the “Company Disclosure Letter”). ~~Subject~~Accordingly, toinvestors ~~completion~~should not rely on the representations and warranties as characterizations of ~~certain~~the ~~confirmatory~~actual ~~discovery~~state byof ~~counsel~~facts, tosince (i) they were made only as of the ~~plaintiffs~~date of such agreement or a prior, specified date, (ii) in most cases they are subject to qualifications with respect to the ~~memorandum~~Company reports filed with the SEC, material adverse effect and/or knowledge, and (iii) they may be modified in important part by the Company Disclosure Letter. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~understanding~~The ~~stipulates~~foregoing ~~that~~description of the ~~parties~~Merger ~~will~~Agreement ~~enter~~and ~~into~~the transactions acontemplated ~~stipulation~~thereby ofis ~~settlement.~~qualified ~~The~~in ~~stipulation~~its ofentirety ~~settlement~~by ~~will~~the beMerger ~~subject~~Agreement, toa ~~customary~~copy ~~conditions,~~of ~~including~~which ~~court~~is ~~approval~~attached ~~following notice~~as Exhibit 2.1 to the Company’s ~~stockholders.~~Current InReport ~~the~~on ~~event~~Form 8-K ~~that~~filed ~~the~~with ~~parties enter into a stipulation of settlement, a hearing will be scheduled at which~~ the ~~Court~~SEC ~~will~~on ~~consider the fairness~~May 14, ~~reasonableness~~2012, and ~~adequacy~~which ~~of the settlement. If the~~is ~~settlement~~incorporated isherein ~~finally approved~~ by ~~the~~reference. ~~Court,~~The itdisclosure isregarding ~~anticipated~~the ~~that~~Merger ~~it will resolve~~ and ~~release all claims in all actions that were or could have been brought challenging any aspect of~~ the Merger, ~~the Merger~~ Agreement, ~~and~~under ~~any disclosure made in connection therewith~~Item 5.01 ~~There can be no assurance that the parties will ultimately enter into a stipulation~~ of ~~settlement~~this orCurrent ~~that~~Report ~~the~~on ~~Court~~Form 8-K ~~will~~is ~~approve~~incorporated ~~the~~in ~~settlement~~this ~~even~~Item ~~if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated~~ by ~~the memorandum of understanding may be terminated~~reference.

~~SUPPLEMENT~~1 ~~TO DEFINITIVE INFORMATION STATEMENT~~

InItem ~~connection~~3.01 ~~with~~Notice ~~the settlement~~ of ~~certain~~Delisting ~~outstanding~~or ~~stockholder~~Failure ~~suits as described in this Form 8-K, the Company has agreed~~ to ~~make~~Satisfy ~~these~~a ~~supplemental~~Continued ~~disclosures~~Listing toRule ~~the~~or ~~Definitive~~Standard; ~~Information~~Transfer ~~Statement.~~of ~~This supplemental information should be read in conjunction with the Definitive Information Statement, which should be read in its entirety~~Listing. ~~Defined terms used but not defined herein have the meanings set forth in the Definitive Information Statement.~~

~~Background~~On July 24, 2012, in connection with the Merger, the Company notified the Nasdaq Stock Market (the “NASDAQ”) that the Merger has been completed and that each share of the Company Common Stock outstanding immediately prior to the Merger (other than shares that were held by the Company as treasury stock, or by Golf Town or Merger Sub or shares with respect to which appraisal rights were properly exercised and not withdrawn) was converted into the right to receive the Per Share Merger Consideration in accordance with the terms of the Merger Agreement. The Company requested that trading of the Company Common Stock on the NASDAQ be suspended prior to the opening of trading on July 25, 2012 and that the NASDAQ file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister the Company Common Stock.

~~The~~In ~~following~~addition, ~~disclosure~~the ~~supplements~~Company intends to file with the ~~discussion~~SEC ata ~~page~~certification 19and notice of termination with respect to the Company ~~Definitive~~Common ~~Information~~Stock ~~Statement~~on ~~concerning~~Form 15, requesting that the ~~August~~Company Common Stock be deregistered under Section 2212(g) of the Securities Exchange Act of 1934, ~~2011~~ ~~telephone~~as ~~call~~amended ~~between~~(the ~~Lazard~~“Exchange Act”), and athat ~~representative~~the reporting obligations of ~~Bidder~~the Company Bwith respect to the Company Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.

The ~~potential~~information ~~synergies~~set ~~with~~forth ~~Bidder~~in B,Item 2.01 ~~included, among~~of ~~other~~this ~~things,~~Current ~~the~~Report ~~increased~~on ~~purchasing~~Form 8-K ~~power~~is ofincorporated ~~the~~in ~~combined~~this ~~entities.~~Item by reference.

~~The~~Item ~~following~~3.03 ~~disclosure~~Material ~~supplements~~Modification ~~the discussion~~to atRights ~~page 20~~ of ~~the~~Security ~~Definitive Information Statement concerning preliminary indications of interest received by the Company as of August 23, 2011~~Holders.

~~The~~As ~~per~~described ~~share~~in ~~dollar~~Item 2.01, ~~value~~as a result of the ~~indication~~Merger, each remaining share of ~~interest~~the ~~submitted~~Company Common Stock (other than shares that were held by ~~Bidder~~the CCompany as treasury stock, or by Golf Town or Merger Sub or shares held by any stockholder of the Company who has perfected and not withdrawn a demand for or lost appraisal rights pursuant to Section 262 of the DGCL with respect to such shares) was ~~estimated~~converted into the right to bereceive the Per Share Merger Consideration. At the Effective Time, the Company’s stockholders immediately prior to the Effective Time ceased to have any rights as stockholders in the ~~range~~Company (other than the right to receive the Per Share Merger Consideration, or, in the case of ~~approximately~~shares ~~$5.61~~of the Company Common Stock as to $6which appraisal rights have been properly exercised and not withdrawn, the rights pursuant to Section 262 of the DGCL) and accordingly no longer have any interest in the Company’s future earnings or growth.~~73.~~

~~The~~2 ~~following disclosure supplements the discussion at page 20 of the Definitive Information Statement concerning discussions following the August 25, 2011 meeting of the Transaction Committee.~~

InThe ~~the~~information ~~communications~~set ~~with~~forth ~~various~~in ~~bidders, Mr.~~Item ~~Solomon~~2.01 ~~was~~of ~~pursuing~~this ~~the~~Current ~~negotiating~~Report ~~strategy~~on ~~directed~~Form 8-K byis incorporated ~~the~~in ~~Transaction~~this ~~Committee~~Item asby ~~a means to achieve the highest value for stockholders~~reference.

~~The~~Item ~~following~~5.01 ~~disclosure~~Changes ~~supplements~~in ~~the~~Control ~~discussion at page 21~~ of ~~the Definitive Information Statement concerning discussions on September 23, 2011~~Registrant.

~~The~~As ~~expected~~described ~~synergies~~in Item 2.01, on July 24, 2012, pursuant to bethe ~~achieved~~terms of the Merger Agreement, the acquisition of the Company by Golf Town inthrough athe ~~combination~~merger ~~with~~of ~~Golfsmith~~Merger ~~included~~Sub ~~improving~~with ~~purchasing power~~ and ~~leverage~~into ~~with~~the Company ~~suppliers~~was consummated, ~~access~~resulting toin ~~information~~a ~~technology~~change ~~systems~~of ~~infrastructure,~~control ~~and~~of ~~reduction~~the ~~in SG&A expenses~~Company.

The ~~following~~information ~~disclosure~~set ~~supplements~~forth ~~the~~in ~~discussion~~Item 2.01 atand ~~page~~3.03 22 of ~~the Definitive~~ ~~Information~~this ~~Statement~~Current ~~concerning~~Report ~~the~~on ~~October~~Form ~~11,~~8-K ~~2011~~is ~~meeting~~incorporated ~~between~~into ~~representatives~~this ofItem ~~Lazard~~by ~~and Bidder B~~reference.

~~The Transaction~~Item ~~Committee~~5.02 ~~identified~~Departure ~~store~~of ~~overlap~~Directors ~~with Bidder B that would require stores to be sold~~ or ~~closed~~Certain ~~and~~Officers; ~~potential~~Election ~~significant~~of ~~expenditures~~Directors; inAppointment ~~connection~~of ~~with~~Certain ~~relocating~~Officers; ~~the~~Compensatory ~~combined~~Arrangements ~~entity~~of ~~headquarters,~~Certain ~~branding issues, and regulatory issues as potential execution risks involved in a transaction with Bidder B~~Officers.

~~The~~Pursuant ~~following~~to ~~disclosure~~the ~~supplements~~Merger Agreement, at the ~~discussion~~Effective Time of the Merger, the directors of Merger Sub atimmediately ~~page~~prior 23to the Effective Time became the directors of the ~~Definitive~~Surviving ~~Information~~Corporation. ~~Statement~~In ~~concerning~~connection therewith, each of Martin Hanaka, Glenda Flanagan, James Grover, Emilio Pedroni, James Long, Roberto Buaron, Thomas Berglund, Robert Allen, Marvin Lesser and Thomas Hardy resigned from the ~~final~~Company’s ~~offers~~board of directors. These resignations were not a result of any disagreements between the Company ~~received~~and the current directors on any matter relating to the Company’s operations, policies or practices. Immediately after the Effective Time, Golf Town as sole stockholder of ~~October 25~~the Company elected, ~~2011~~as ~~from~~the directors of the ~~remaining~~Surviving ~~bidders~~Corporation, byMartin ~~its~~Hanaka ~~insertion~~(Chief ~~between~~Executive Officer of the ~~words~~Company) ~~“price”~~and Sue Gove (President and Chief ~~“that”~~Operating Officer of the Company). In addition, as of immediately after the Effective Time, the board of directors of the Company appointed the following individuals as additional officers of the Company in the ~~second~~following positions: David ~~sentence~~Spence (currently Chief Financial Officer of ~~such~~Golf ~~discussion~~Town Canada Inc. ), Senior Vice President and Chief Financial Officer; Ashlee Aldridge, Senior Vice President and Chief Information Officer; Lisa Zoellner, Senior Vice President and Chief Marketing Officer; and Joanne Taylor, Senior Vice President, Human Resources.

ofItem $35.7503 ~~per~~Amendments ~~share~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~The~~On ~~following~~July 24, ~~disclosure~~2012, ~~further~~the ~~supplements~~Company’s ~~the~~certificate ~~discussion~~of atincorporation ~~page~~was 23amended ofand ~~the~~restated ~~Definitive~~to ~~Information~~read ~~Statement~~as ~~concerning~~set ~~the~~forth ~~final~~in Exhibit 3.1 ~~offers~~attached hereto and the Company’s ~~received~~bylaws were amended and restated to read in their entirety as set forth in Exhibit 3.2 attached hereto. The amended and restated certificate of ~~October 25,~~incorporation ~~2011~~and ~~from~~by-laws of the ~~remaining~~Company ~~bidders~~attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2 are incorporated herein by reference.

~~Golf~~Item ~~Town’s bid of $6~~7.5001 ~~was based~~Regulation ~~on,~~FD ~~among other things, the July 2011 projections~~Disclosure.

~~The~~On ~~following~~July 24, ~~disclosure~~2012, ~~supplements~~ the ~~discussion~~Company atand ~~page~~Golf 23Town issued a joint press release announcing the completion of the ~~Definitive~~Merger. ~~Information~~A ~~Statement~~copy ~~concerning~~of the ~~Transaction~~joint ~~Committee’s~~press ~~counterproposal~~release ~~following~~is ~~the~~furnished ~~October~~as Exhibit ~~27,~~99.1 ~~2011~~and ~~meeting~~is incorporated herein by reference.

~~The~~Cautionary ~~Transaction~~Notice ~~Committee~~Regarding ~~determined~~Forward-Looking toInformation ~~increase the counterproposal to $7.75 per share in an effort to encourage OMERS to submit a higher bid as a negotiating tactic.~~

~~The~~Statements ~~following~~in ~~disclosure~~this ~~supplements~~document regarding the ~~discussion~~transaction atbetween ~~page~~the 29Company, Golf Town and Merger Sub, future financial and operating results, benefits and synergies of the ~~Definitive~~proposed ~~Information~~transaction, ~~Statement~~future ~~concerning~~opportunities for the ~~January 26~~combined company, ~~2012~~ ~~telephone~~and ~~call~~any ~~between~~other ~~Scott~~statements ~~Humphrey~~about ~~and~~future ~~Roberto~~expectations, ~~Buaron.~~beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of

~~The~~3 ~~Transaction Committee did not discuss a merger structure that would include a stock component with any bidder or prospective bidder other than Golf Town prior to January 26, 2012.~~

the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our beliefs, assumptions, and expectations of future events, taking into account the information currently available to us. These statements may include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of future store openings, store remodels and capital expenditures, the likelihood of our success in expanding our business, financing plans, working capital needs and sources of liquidity. The ~~following~~words “believe,” ~~disclosure~~“may,” ~~supplements~~“should,” “anticipate,” “estimate,” “expect,” “intend,” “potential,” “project,” “plan,” and similar statements are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance, or financial condition to differ materially from the ~~discussion~~expectations atof ~~page~~future 33results, performance, or financial condition we express or imply in any forward-looking statements. Forward-looking statements are not guarantees of performance. Given the ~~Definitive~~risks ~~Information~~and ~~Statement~~uncertainties ~~concerning~~surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the ~~execution~~date of ~~written~~this ~~consents~~press release. Other than as required by ~~the~~law, ~~Paul~~we ~~Stockholders~~undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

~~There~~Item ~~were~~9.01 noFinancial ~~discussions~~Statements ~~between the Company~~ and ~~Carl or Frank Paul regarding their interest in selling their stakes in the Company or their support for a sale of the Company prior to the announcement of the Merger~~Exhibits.

~~Opinion~~(d) ~~of Lazard Middle Market LLC~~ Exhibits:

~~The~~3.1 ~~following~~Amended ~~disclosure~~and ~~supplements~~Restated ~~the~~Certificate ~~discussion~~of onIncorporation ~~page 44~~ of the ~~Definitive Information Statement concerning the reference range selected by LMM by amending and replacing in its entirety the last two bullet points~~Company.

~~• 15~~3.1x2 toAmended ~~16.0x~~and ~~for~~Restated ~~share~~Bylaws ~~price to LTM EPS based on adjusted net income~~ of ~~$0.6~~the ~~million~~Company.

~~• 13~~99.1x1 toJoint ~~13.8x~~Press ~~for~~Release ~~share~~dated ~~price~~as toof ~~2012~~July ~~estimated~~24, ~~EPS~~2012, ~~based~~regarding onthe ~~estimated~~completion ~~net income~~ of ~~$4.4~~the ~~million~~Merger.

~~The~~4 following disclosure supplements the discussion at page 45 of the Definitive Information Statement by its insertion between the words “cash flows” and “for” in the first sentence of the paragraph under the heading Discounted Cash Flow Analysis.

(defined as EBIT, less cash taxes, plus depreciation and amortization, less capital expenditures and less increases/plus decreases in working capital)

The following disclosure further supplements the discussion under the heading Discounted Cash Flow Analysis at page 45 of the Definitive Information Statement.

The discounted cash flow analysis treated stock-based compensation as a cash expense. LMM utilized perpetuity growth rates of 2.5% – 3.5% to calculate the terminal value in its Discounted Cash Flow Analysis. LMM applied these perpetuity growth rates to projected unlevered free cash flow of $27.3 million to calculate the terminal value.

The following disclosure further supplements the discussion on page 45 of the Definitive Information Statement concerning the discounted cash flow analysis performed by LMM by amending and replacing in its entirety the language “as determined by LMM, an assumed tax rate of 35%, and reflecting the estimated weighted average cost of capital of the selected companies listed above under “—Opinion of Lazard Middle Market LLC—Selected Public Companies Analysis.””

The discount rate range of 17.2% to 19.2% was based on the estimated weighted average cost of capital. In calculating the median unlevered beta to utilize in the weighted average cost of capital calculation, LMM used the selected companies listed above under “Opinion of Lazard Middle Market LLC – Selected Public Companies Analysis,” excluding Dover Saddlery and Sport Chalet, (who were excluded from the calculation due to low trading volume, small market capitalization and lack of equity research analysts estimates).

The following disclosure supplements the discussion under the heading Premia Paid Analysis at page 46 of the Definitive Information Statement.

LMM analyzed 138 transactions that fit these criteria.

Projected Financial Information

The following disclosure supplements the lead in to the discussion concerning the May 2012 Projections and July 2011 Projections at page 49 of the Definitive Information Statement.

“(all amounts are in millions of US dollars)”

The following disclosure supplements the discussion concerning the May 2012 Projections and July 2011 Projections at page 49 of the Definitive Information Statement by amending and replacing in its entirety the line item “Change in Working Capital”.

(Increase)/Decrease in Working Capital

The following disclosure supplements the footnotes at page 49 of the Definitive Information Statement concerning the May 2012 Projections.

(d) The Projections assumed 89 stores for 2012 (including 10 new stores), 101 stores for 2013 (including 12 new stores), 113 stores for 2014 (including 12 new stores), and 125 stores for 2015 (including 12 new stores). For existing stores, the projections assume a same-store revenue growth of 2.5% annually for 2012 through 2015. For new stores, the projections assume a 10% revenue growth in 2013, 6% in 2014, 3% in 2015.

(e) Stock Based Compensation Expense is projected to increase by 2% each year over the forecast period and be $1.170 million in 2011, $1.193 million in 2012, $1.217 million in 2013, $1.241 million in 2014 and $1.266 million in 2015.

The following disclosure supplements the chart at page 49 of the Definitive Information Statement concerning the May 2012 Projections (as new line items between “Net Revenue – % Growth” and “Gross Profit”).

	Fiscal Year Ending December 31,
	2012E		2013P		2014P		2015P
Base Net Revenue	$	448.1	$	487.9	$	515.7	$	545.1
New Stores Net Revenue (2013P-2015P)		N/A	$	40.7	$	97.3	$	167.5

The following disclosure supplements the chart at page 49 of the Definitive Information Statement concerning the May 2012 Projections (as new line items between “EBITDA – % Margin” and “Adjustments”).

	Fiscal Year Ending December 31,
	2012E		2013P		2014P		2015P
Base EBITDA	$	22.0	$	29.6	$	33.3	$	39.6
New Stores EBITDA(2013P-2015P)		N/A	$	1.1	$	7.7	$	17.4

Cautionary Statement Regarding Forward-Looking Statements

Statements in this document regarding future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other statements about future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our beliefs, assumptions, and expectations of future events, taking into account the information currently available to us. These statements may include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of future store openings, store remodels and capital expenditures, the

likelihood of our success in expanding our business, financing plans, working capital needs and sources of liquidity. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “potential,” “project,” “plan,” and similar statements are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance, or financial condition to differ materially from the expectations of future results, performance, or financial condition we express or imply in any forward-looking statements. Forward-looking statements are not guarantees of performance. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the date of this press release. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

Additional Information and Where to Find It

In connection with the Merger, the Company filed the Definitive Information Statement on Schedule 14C on June 28, 2012 and other related materials with the SEC. The Definitive Information Statement was first mailed to the stockholders of the Company on or about June 29, 2010. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE INFORMATION STATEMENT, ALL RELATED SUPPLEMENTS AND AMENDMENTS (IF ANY AND WHEN THEY BECOME AVAILABLE) AND ALL OTHER RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN (AND WILL CONTAIN) IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. Investors and stockholders may obtain free copies of the Definitive Information Statement (and other related materials when they become available) as well as other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, from the Company by contacting the Company’s corporate secretary, James Eliasberg, by mail at Golfsmith International Holdings, Inc., 11000 N IH 35, Austin, TX 78753 or by calling (512) 837-8810.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOLFSMITH INTERNATIONAL HOLDINGS, INC.
Date: July 23, 2012	By:	/s/ James Eliasberg
July 24, 2012	By:	/s/ James A. Eliasberg
		Name: James Eliasberg
		Name: James A. Eliasberg
		Title: Vice President and General Counsel
		Title: Vice President, General Counsel and Secretary

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