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
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1. Name and Address of Reporting Person
Wexford Management 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)
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4. Statement for Month/Year
December 1998
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5. If Amendment, Date of Original (Month/Year)
August 18, 1998
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6. Relationship of reporting person to Issuer (Check all applicable)
( ) DIRECTOR
(x) 10% OWNER
( ) OFFICER (GIVE TITLE BELOW)
( ) OTHER (SPECIFY TITLE BELOW)
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7. Individual, or Joint/Group Filing (Check all applicable) ( ) Form filed
by One Reporting Person ( x ) 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)
Common Stock, par value $.0001665 per share(1)
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2. Transaction Date (Month/Day/Year)
December 10, 1998 and February 26, 1999
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3. Transaction Code (Instr. 8)
S and J
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
317,150 shares (D)
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5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
3,167,664
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6. Ownership Form: Direct(D) or Indirect(I) (Instr. 4)
(I)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
By management
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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)
Senior Convertible Preferred Stock, par value $.01 per share Option
to purchase Common Stock, par value $.01 per share
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2. Conversion or Exercise Price of Derivative Security
(1)
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3. Transaction Date (Month/Day/Year)
December 10, 1998 and February 26, 1999
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4. Transaction Code (Instr. 8)
S and J
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
10, 969 shares of Senior Convertible Preferred Stock (D) Option to
purchase 3,750 shares of Common Stock
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6. Date Exercisable and Expiration Date (Month/Day/Year)
(1)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4) Common
Stock 151,028 shares
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8. Price of Derivative Securities (Instr. 5)
(1)
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9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
109,687
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10. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 4)
(I)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
By management
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EXPLANATION OF RESPONSES:
(1) Imprimis Investors LLC ("Imprimis") and Wexford Spectrum Investors LLC
("Wexford"), the holders of all of the Senior Convertible Preferred Stock,
par value $.01 per share (the "Preferred Stock") of Complete Wellness
Centers, Inc. (the "Company"), entered into a stock purchase agreement,
dated as of February 26, 1999 (the "Stock Purchase Agreement"), with RVR
Consulting Group, Inc., a Florida corporation (the "Buyer") and the
Company, pursuant to which Wexford and Imprimis agreed to sell an aggregate
of 10,969 shares of the Preferred Stock to the Buyer for a purchase price
of $500,000, of which $250,000 was payable on February 26, 1999, and the
remaining $250,000 is payable in six equal monthly installments of
$41,666.67, commencing on May 1, 1999, with the final monthly installment
due and payable on October 1, 1999. Of the 10,969 shares of Preferred Stock
being sold, Imprimis sold 8,775 and Wexford sold 2,194. The Preferred Stock
is convertible into shares of the common stock, par value $.01 per share
(the "Common Stock"), of the Company. As a result of the sale of Preferred
Stock, Imprimis and Wexford may be deemed to have sold an aggregate 313,400
shares of Common Stock.
The Stock Purchase Agreement provides that, if the Company is
delisted from the NASDAQ on or prior to June 30, 1999 because of its
failure to meet the minimum tangible net worth test, the Buyer may, within
10 business days of notification of such delisting, elect to demand a
refund of all prior installment payments paid to Wexford and Imprimis, and
the Buyer's obligation to make further installment payments will terminate.
The Buyer will reconvey (the "Reconveyance") to Wexford and Imprimis 50% of
the shares of Preferred Stock that it purchased upon receiving the refund
payments. Wexford and Imprimis will not be obligated to refund the initial
$250,000 payment.
Wexford and Imprimis have agreed not to convert into Common
Stock or sell their remaining Preferred Stock without the consent of the
Buyer. However, Wexford and Imprimis may convert into Common Stock or sell
(i) 10,969 shares beginning 24 months after the date of the sale to the
Buyer; (ii) an additional 10,969 shares 36 months after the date of the
sale to the Buyer (or 13,711 in the event of a Reconveyance); and (iii) an
additional 10,969 shares 48 months after the date of the sale to the Buyer
(or 13,711 in the event of a Reconveyance).
The Stock Purchase Agreement provides that if the Buyer engages
in a transaction involving the shares of Preferred Stock that it purchased
from Wexford and Imprimis, including a sale of such shares, Wexford and
Imprimis will have the right to participate in the transaction on a pro
rata basis based on their remaining aggregate 98,718 shares of Preferred
Stock.
Wexford and Imprimis also assigned to the Buyer all of their
non-economic rights (the "Rights") associated with their ownership of the
Preferred Stock, including the right to designate a majority of the Board of
Directors of the Company. The Buyer has agreed to designate one individual
specified by Wexford and Imprimis to the Company's Board.
Upon the earlier of (i) five years from the date of the sale to
the Buyer or (ii) the on which the closing price for the Company's common
stock has equaled or exceeded $10 for twenty consecutive trading days, the
Buyer will reassign to Wexford and Imprimis the Rights and the Preferred
Stock will cease to be subject to restrictions on transfer.
The Stock Purchase Agreement also provides that Wexford and
Imprimis will restructure and extend the payment terms of loans in an
aggregate principal amount of $475,000 to the Company.
In addition, Wexford Management LLC may be deemed to have an
interest in certain options granted to individuals who are employees of
Wexford Management LLC ("Wexford Management"). On December 10, 1999, an
option to purchase 3,750 shares of Common Stock, granted to Frederick
Simon, an employee of Wexford Management, in connection with his prior
services as a director of the Company, expired following his resignation
from the Board in September. Wexford Management may be deemed to have had
an interest in all of the shares for which such options were exercisable.
Wexford Management may, by reason of its status as manager of
Imprimis and Wexford, be deemed to own beneficially the Preferred Stock of
Imprimis and Wexford and the Common Stock attributable to them as a result.
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 Preferred Stock of Imprimis and Wexford and the Common
Stock attributable to them as a result.
WEXFORD MANAGEMENT LLC
** SIGNATURE OF REPORTING PERSON
/s/ Frederick Simon March 5, 1999
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Name: Frederick B. Simon DATE
Title: Vice President
** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).
Attachment to Form 4
Name of designated filer: Wexford Management LLC
Name of joint filer: Joseph M. Jacobs
Address of joint filer: c/o Wexford Management LLC
411 West Putnam Avenue
Greenwich, Connecticut 06830
Date of event requiring
filing: December 10, 1998 and
February 26, 1999
Issuer Name and
Ticker or Trading Symbol: Complete Wellness Centers,
Inc. (CMWL)
/s/ Joseph M. Jacobs March 5, 1999
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** Signature of Reporting Person Date
Attachment to Form 4
Name of designated filer: Wexford Management LLC
Name of joint filer: Charles E. Davidson
Address of joint filer: c/o Wexford Management LLC
411 West Putnam Avenue
Greenwich, Connecticut 06830
Date of event requiring
filing: December 10, 1998 and
February 26, 1999
Issuer Name and
Ticker or Trading Symbol: Complete Wellness Centers,
Inc. (CMWL)
/s/ Charles E. Davidson March 5, 1999
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** Signature of Reporting Person Date
