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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. 5)
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)
MARCH 26, 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 2 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 2,746,115
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
2,746,115
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,746,115
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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)
16.4%.
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14 TYPE OF REPORTING PERSON
IN
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INTRODUCTORY NOTE
This Amendment No. 5 to Schedule 13D amends the Initial Statement
on Schedule 13D of Clive E. Warshaw (the "Reporting Person"), dated September
11, 1997, as amended by Amendment No. 1, dated May 31, 1998, Amendment No. 2,
dated September 15, 1998, Amendment No. 3, dated November 4, 1998, and Amendment
No.4 dated March 1, 1999 (as so amended, the "Amended 13D), to reflect the
recent sale by the Reporting Person of common shares, $0.01 par value per share
(the "Common Shares"), of Steiner Leisure Limited (the "Company") and certain
other information. Except as set forth below, no amendment is being made hereby
to the Amended 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person made the sale of Common Shares disclosed in Item
5(c) for estate planning purposes and to provide for personal asset liquidity.
The Reporting Person currently intends not to sell any additional Common Shares
until at least January 1, 2002.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of March 26, 1999, the Reporting Person beneficially owned
and had sole voting and dispositive power with respect to 2,746,115 Common
Shares, representing approximately 16.4% of the outstanding Common Shares. That
amount includes 155,855 Common Shares issuable upon exercise of options owned by
the Reporting Person which options are exercisable within 60 days after the date
hereof. That amount excludes 38,145 Common Shares issuable upon exercise of
options owned by Michele Steiner Warshaw, Executive Vice President of the
Company and the wife of the Reporting Person, which options are exercisable
within 60 days after the date hereof, and as to which the Reporting Person
disclaims beneficial ownership.
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(c) The Reporting Person has sold 1,725,000 of the Common Shares, in an
underwritten public offering pursuant to a Registration Statement on Form S-3
under the Securities Act of 1933, as amended (Registration No. 333-73363), filed
by the Company with the Securities and Exchange Commission (the "Registration
Statement"), which was declared effective on March 22, 1999 (the "Offering").
The Offering was made pursuant to an underwriting agreement among ING Baring
Furman Selz LLC, Raymond James & Associates, Inc. and William Blair & Company,
L.L.C. (the "Underwriters"), the Company and the Reporting Person dated March
22, 1999 (the "Underwriting Agreement"). The Underwriting Agreement was
previously filed as Exhibit 1.1 to Amendment No. 1 to the Registration
Statement. The closing of the Offering took place on March 26, 1999. The
Reporting Person received total proceeds from the Offering of $45,543,500,
reflecting an offering price of $28.00 per share less an underwriting discount
of $1.54 per share. The Reporting Person incurred expenses in connection with
the Offering of approximately $425,000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As of March 22, 1999, the Reporting Person entered into the Underwriting
Agreement pursuant to which the Offering was made, as described in item 5(c),
above.
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
18, 1999. 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, the shares represented by proxy will be voted "for" the election
as directors of the Company of the three nominees named in the proxy statement
(Leonard I. Fluxman, the President and Chief Operating Officer of the Company,
Michele Steiner Warshaw, the Executive Vice President of the Company and the
wife of the Reporting Person, and Steven J. Preston, all incumbent directors) to
serve until the 2002 annual meeting of shareholders; "for" approval of the
amendment of the Company's Amended and Restated Memorandum of Association to
increase the Company's authorized Common Shares to 100,000,000; "for" approval
of the amendment of the Company's Amended and Restated 1996 Share Option and
Incentive Plan to increase the Common Shares issuable thereunder to 3,500,000;
"for" the ratification of the appointment of Arthur Anderson LLP as independent
auditors for the Company for fiscal year 1999; 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.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NUMBER DESCRIPTION
1 Underwriting Agreement dated March 22, 1999
among the Underwriters, the Company and the
Reporting Person*
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*Previously filed with Amendment No. 1 to the Company's Registration Statement
on Form S-3 (File No. 333-73363)filed with the Securities and Exchange
Commission on March 22, 1999.
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 29, 1999 By: /S/ CLIVE E. WARSHAW
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Clive E. Warshaw
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