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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. 4)
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
1200 19TH STREET, N.W., SUITE 500
WASHINGTON, D.C. 20036
(202) 955-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 25, 1999
(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.
(Continued on following pages)
Page 1 of 4 Pages
*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).
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CUSIP No. P8744Y 10 2 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NOS. 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)
Not applicable.
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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 4,471,115
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
4,471,115
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,471,115
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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)
27.0%
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14 TYPE OF REPORTING PERSON
IN
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INTRODUCTORY NOTE
This Amendment No. 4 to Schedule 13D amends the Initial Statement on
Schedule 13D of Clive E. Warshaw (the "Reporting Person"), dated September 22,
1997, as amended by Amendment No. 1, dated May 31, 1998, Amendment No. 2, dated
September 15, 1998, and Amendment No. 3, dated November 4, 1998 (as so amended,
the "Amended 13D"), to reflect updated information under Item 4. Updated
information as to the number of common shares, par value (U.S.) $0.01 per share
(the "Common Shares"), of Steiner Leisure Limited (the "Company") beneficially
owned by Mr. Warshaw is also reflected in Item 5 of this Amendment No. 4. Except
as set forth below, no amendment is being made hereby to the Amended 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person intends to offer and sell 1,500,000
Common Shares (1,725,000 Common Shares if the underwriters' over-allotment
option is exercised in full), in a firm commitment underwriting pursuant to a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended,
to be filed by the Company with the Securities and Exchange Commission (the
"Commission") on or about March 3, 1999 (the "Offering"). Up to 138,000 of the
Common Shares to be sold by the Reporting Person may, in the Reporting Person's
sole discretion, represent shares acquired by the Reporting Person shortly
before the Offering upon the exercise of options to purchase Common Shares
granted to the Reporting Person by the Company ("Options"). The Reporting Person
is making the aforesaid sale of Common Shares for estate planning purposes and
to provide for personal asset liquidity. The Reporting Person currently intends
not to sell or otherwise transfer any additional Common Shares, other than
Common Shares that may be acquired by the Reporting Person upon the exercise of
Options, until at least January 1, 2002.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of March 1, 1999, the Reporting Person beneficially owned
and had sole voting and dispositive power with respect to 4,471,115 Common
Shares or 27.0% of the outstanding Common Shares. That amount includes 155,855
Common Shares issuable to the Reporting Person upon the exercise of Options
which are exercisable within 60 days after the date hereof. Under the
Commission's rules and regulations, the Reporting Person may be deemed to be the
beneficial owner of 38,145 Common Shares issuable to Michele Steiner Warshaw,
the wife of the Reporting Person and the Executive Vice President of the
Company, upon the exercise of options granted to Ms. Warshaw by the Company,
which are exercisable within 60 days after the date hereof. The Reporting Person
disclaims beneficial ownership of these Common Shares.
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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: March 1, 1999 By: /S/ CLIVE E. WARSHAW
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Clive E. Warshaw
