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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
STEINER LEISURE LIMITED
(Name of Issuer)
Common Shares, Par Value (U.S.) $0.01 Per Share
(Title of Class of Securities)
P8744Y 10 2
(CUSIP Number)
Clive E. Warshaw
Suite 104A
Saffrey Square
Nassau, The Bahamas
with a copy to:
Robert C. Boehm, P.A.
Kelley Drye & Warren LLP
201 S. Biscayne Boulevard, Suite 2400
Miami, Florida 33131
(305) 372-2400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 1998
(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 Rules 13d-1(e) or 13d-1(f) or 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 Rule 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 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
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CUSIP No. P8744Y 10 2 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clive E. Warshaw
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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 (SEE INSTRUCTIONS)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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7 SOLE VOTING POWER
NUMBER OF SHARES 4,540,260
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
4,540,260
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,540,260
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.5%.
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14 TYPE OF REPORTING PERSON
IN
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INTRODUCTORY NOTE
This Amendment No. 1 to Schedule 13D amends the Initial Statement on
Schedule 13D of Clive E. Warshaw (the "Reporting Person") dated September 11,
1997 (the "Initial 13D") to reflect certain sales of the common shares, par
value (U.S.) $0.01 per share (the "Common Shares"), of Steiner Leisure Limited
(the "Company") by the Reporting Person. The Reporting Person is the Chairman of
the Board and Chief Executive Officer of the Company. The numbers of Common
Shares set forth herein reflect three-for-two splits of the Common Shares
payable in the form of share dividends, effective in October 1997 and April
1998, respectively. Except as set forth below, no amendment is being made hereby
to the Initial 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A total of 30,000 of the Common Shares sold as reflected in Item 5(c)
were acquired upon exercise of options to purchase Common Shares granted to the
Reporting Person under the Company's 1996 Share Option and Incentive Plan (the
"Plan"). The exercise price of those options was $10.555 per share. The exercise
price with respect to each option exercise was paid from the proceeds of the
sale of the underlying shares, which sale was effected on the date of such
option exercise.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person has acquired all of his Common Shares for
investment purposes. The Reporting Person's sales of Common Shares as disclosed
in Item 5(c) were made to provide liquidity to the Reporting Person. On March
27, 1998, the Reporting Person was granted, pursuant to the Plan, options to
purchase 53,565 Common Shares (the "March 1998 Options"). The March 1998 Options
have an exercise price of $34.5417 per share, are exercisable in three equal
annual installments commencing in March 1999 and expire in March 2008.
The Reporting Person currently intends to sell in open market
transactions each calendar quarter a number of Common Shares approximately
equal to the aggregate number of shares reflected in Item 5(c), which shares may
represent, in part, shares acquired upon the exercise of options received under
the Plan and sold immediately after such exercise. The Reporting Person,
however, reserves the right to increase or decrease his holdings in Common
Shares on such terms and at such times as he may determine.
The Board of Directors has approved an amendment to the Company's
Amended and Restated Articles of Association to increase the number of Common
Shares that the Company is authorized to issue from 20,000,000 to 100,000,000,
subject to the approval of the shareholders of the Company at
a special meeting to be called for such purpose (the "Special Meeting").
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While not the intent of the Board of Directors in approving that amendment, the
additional Common Shares that would become available for issuance if the
amendment were approved by the shareholders could be used by the Company to
oppose a hostile takeover attempt, or otherwise delay or prevent changes in
control or management of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of May 31, 1998, the Reporting Person beneficially owned
and had sole voting and dispositive power with respect to 4,540,260 Common
Shares. Accordingly, the Reporting Person beneficially owned, as of that date,
approximately 27.5% of the outstanding Common Shares.
(c) The following transactions in the Common Shares were effected by
the Reporting Person in the sixty days preceding the filing of this Amendment
No. 1.
<TABLE>
<CAPTION>
Date Number of Shares Nature of Transaction Price Per Share
---- ---------------- --------------------- ----------------
<S> <C> <C> <C>
May 8, 1998 2,000 Purchase* $10.555
May 8, 1998 2,000 Open Market Sale $31.000
May 12, 1998 25,000 Purchase* $10.555
May 12, 1998 25,000 Open Market sale $30.000
May 14, 1998 3,000 Purchase* $10.555
May 14, 1998 3,000 Open Market Sale $29.750
May 14, 1998 53,450 Open Market Sale $29.750
May 19, 1998 50,000 Open Market Sale $28.750
May 19, 1998 25,000 Open Market Sale $29.000
May 20, 1998 5,000 Open Market Sale $30.000
May 27, 1998 5,000 Open Market Sale $30.000
May 28, 1998 52,500 Open Market Sale $30.000
</TABLE>
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* Through option exercise.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or any proceeds from, the sale of
Common Shares owned by the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Reporting Person is one of the two named proxies in connection with
the annual meeting of shareholders of the Company scheduled to be held on June
26, 1998. As such proxy, the Reporting Person will vote the pertinent shares in
accordance with the instructions indicated in the proxy card. If no instructions
are indicated, shares represented by proxy will be voted "for" the election, as
directors of the Company of the two nominees named in the proxy (Charles D.
Finkelstein and Jonathan D. Mariner, both incumbent, outside directors) to serve
until the 2001 annual meeting of shareholders; "for" the ratification of the
appointment of Arthur Andersen LLP as independent auditors for the Company for
fiscal year 1998; and in the discretion of the Reporting Person as to any other
matter which may properly be presented at the meeting. As of the date hereof,the
Reporting Person knows of no other matters which will be brought before the
annual meeting. The Reporting Person also is anticipatd to be one of the named
proxies in connection with the Special Meeting.
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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.
Date: May 31, 1998 By: /s/ Clive E. Warshaw
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Clive E. Warshaw
