FORM 4
( ) Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may continue.
See Instruction 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION _____________________
WASHINGTON, D.C. 20549 | OMB APPROVAL |
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP |_____________________|
|OMB NUMBER: 3235-0287|
|EXPIRES: |
| SEPTEMBER 30, 1998 |
Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE |
Securities Exchange Act of 1934, |BURDEN HOURS |
Section 17(a) of the Public Utility |PER RESPONSE 0.5 |
Holding Company Act of 1935 |_____________________|
or Section 30(f) of the Investment
Company Act of 1940
____________________________________________________________________________
1. Name and Address of Reporting Person
Wexford Spectrum Investors LLC
411 West Putnam Avenue, Suite 125
Greenwich, Connecticut 06830
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2. Issuer Name and Ticker or Trading Symbol
Complete Wellness Centers, Inc. (CMWL)
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3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)
____________________________________________________________________________
4. Statement for Month/Year
July 1998
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5. If Amendment, Date of Original (Month/Year)
____________________________________________________________________________
6. Relationship of reporting person to Issuer (Check all applicable)
( ) DIRECTOR
( x ) 10% OWNER
( ) OFFICER (GIVE TITLE BELOW)
( ) OTHER (SPECIFY TITLE BELOW)
_____________________________________________________
____________________________________________________________________________
7. Individual, or Joint/Group Filing (Check all applicable)
( x ) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
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TABLE I
Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1. Title of Security (Instr. 3)
Senior Redeemable Preferred Stock(1)
Common Stock (1)
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2. Transaction Date (Month/Day/Year)
Senior Redeemable Preferred Stock July 2, 1998
Common Stock July 2, 1998
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3. Transaction Code (Instr. 8)
Senior Redeemable Preferred Stock J
Common Stock J
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
Senior Redeemable Preferred Stock 20,880 (D)
Common Stock 20,000 (A)
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5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
Senior Redeemable Preferred Stock 0
Common Stock 624,071
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6. Ownership Form: Direct(D) or Indirect(I) (Instr. 4)
(D)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
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TABLE II
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., Puts, Calls, Warrants, Options, Convertible securities)
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1. Title of Derivative Security (Instr. 3)
Common Stock Purchase Warrants (1)
Senior Convertible Preferred Stock (1)
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2. Conversion or Exercise Price of Derivative Security
Common Stock Purchase Warrants (1)
Senior Convertible Preferred Stock (1)
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3. Transaction Date (Month/Day/Year)
Common Stock Purchase Warrants July 2, 1998
Senior Convertible Preferred Stock July 2, 1998
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4. Transaction Code (Instr. 8)
Common Stock Purchase Warrants J
Senior Convertible Preferred Stock J
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
Common Stock Purchase Warrants 570,000 (D)
Senior Convertible Preferred Stock 20,880 (A)
____________________________________________________________________________
6. Date Exercisable and Expiration Date (Month/Day/Year)
Common Stock Purchase Warrants (1)
Senior Convertible Preferred Stock (1)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Underlying securities for Common Stock Purchase Warrants: Common Stock,
570,000 shares
Underlying securities for Senior convertible Preferred Stock: Common
Stock, 596,571 shares
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8. Price of Derivative Securities (Instr. 5)
Common Stock Purchase Warrants (1)
Senior Convertible Preferred Stock (1)
____________________________________________________________________________
9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
Common Stock Purchase Warrants 0
Senior Convertible Preferred Stock 20,880
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10. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 4)
Senior Convertible Preferred Stock (I)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
By Management
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EXPLANATION OF RESPONSES:
(1)
On July 2, 1998, Imprimis Investors LLC ("Imprimis")acquired from
Complete Wellness Centers, Inc. (the "Company") 83,521 shares of Senior
Convertible Preferred Stock (the "Senior Convertible Preferred Stock"), par
value $.01 per share, of the Company and 80,000 shares of Common Stock (the
"Issued Common Stock"). On the same date, Wexford Spectrum Investors LLC
("Wexford")acquired from the Company 20,880 shares of Senior Convertible
Preferred Stock and 20,000 shares of Issued Common Stock.
Imprimis acquired its Senior Convertible Preferred Stock and the
Issued Common Stock in exchange for 80,000 shares of the Senior Redeemable
Preferred Stock (the "Original Preferred Stock") originally issued
pursuant to an Investment Agreement (the "Investment Agreement")and
Warrants to acquire 2,280,000 shares of Common Stock that were issued to it
by the Company pursuant to the Investment Agreement and 3,521 shares of the
Original Preferred Stock that had been issued to it by the Company pursuant
to the terms of the Original Preferred Stock in lieu of the payment of cash
dividends. Wexford acquired its Senior Convertible Preferred Stock and the
Issued Common Stock in exchange for 20,000 shares of the Original Preferred
Stock and Warrants to acquire 570,000 shares of Common Stock that were
issued to it by the Company pursuant to the Investment Agreement and 880
shares of the Original Preferred Stock that had been issued to it by the
Company pursuant to the terms of the Original Preferred Stock in lieu of
the payment of cash dividends.
Wexford Management Investors LLC ("Wexford Management") may, by reason
of its status as manager of Imprimis and Wexford, be deemed to own
beneficially the Common Stock of which Imprimis and Wexford possess
beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his
status as a controlling person of Wexford Management, be deemed to own
beneficially the Common Stock of which Imprimis and Wexford possesses
beneficial ownership.
Each of Charles E. Davidson, Joseph M. Jacobs and Wexford Management
shares the power to vote and to dispose of the shares of Common Stock
Imprimis and Wexford beneficially own.
The rights of holders of the Senior Convertible Preferred Stock are
set forth in a Certificate of Designation. The Senior Convertible
Preferred Stock ranks prior to the Common Stock or any other class of stock
of the Company, has an initial aggregate Liquidation Preference (as defined
below) of $50 per share and provides for the payment of quarterly
dividends. Dividends accruing through December 31, 2000 will be payable at
a per annum rate of 8% of the Liquidation Preference if payable in cash or
a per annum rate of 10% of the Liquidation Preference if payable in
additional shares of Senior Convertible Preferred Stock. Dividends
accruing after December 31, 2000 will be payable at a per annum rate of 12%
of the Liquidation Preference. "Liquidation Preference" is $50 per share
(or proportionate amount thereof in the case of any fractional shares of
Senior Convertible Preferred Stock) plus an amount equal to all dividends
(whether or not earned or declared) accumulated and unpaid on the shares of
Senior Convertible Preferred Stock to the date of final distribution, such
determination to be made, in the event that dividends remain unpaid as to
one or more dividend payment dates, by deeming the amount of any dividend
not paid on the relevant dividend payment date as having been added to the
stated amount of the underlying share as of such dividend payment date.
At the option of the holder thereof and upon surrender thereof for
conversion to the Company at its corporate headquarters at any time on or
after January 3, 1999 or, should the Company fail to receive the
Shareholder Approval (as defined in the Certificate of designation)on or
prior to August 31, 1998, on or after August 31, 1998, each share of Senior
Convertible Preferred Stock will be convertible into such number of fully
paid and nonassessable shares of Common Stock as is determined by dividing
the (x) the Liquidation Preference of such share determined as of the date
of conversion by (y) the lower of $1.75 and 75% of the Current Market Price
Per Share (as defined below) determined as of the trading day immediately
prior to the date of conversion. The "Current Market Price Per Share" of
Common Stock at any date shall be deemed to be the average of the closing
sale prices for the 20 consecutive trading days before the day in question.
The closing sale price for each day shall be reported by the NASDAQ Stock
Market or as reported by any successor central market system. The
conversion rate is subject to adjustment as per the New Certificate of
Designation.
The shares of Senior Convertible Preferred Stock are optionally
redeemable in whole but not in part on or before January 3, 1999. The
price for the redemption is the Liquidation Preference for the shares being
redeemed determined as if the date of final distribution were the date on
which the payment of the redemption price is made and as if the dividends
thereon shall have accrued thereon at a rate of 12% per annum since the
last dividend payment date on which dividends were paid.
WEXFORD SPECTRUM INVESTORS LLC
** SIGNATURE OF REPORTING PERSON
By: /s/ Frederick B. Simon August 18, 1998
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Name: Frederick B. Simon DATE
Title: Vice President
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** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).
