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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Studio City Holding Corporation
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(Name of Issuer)
Common Stock $.002 par value
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(Title of Class of Securities)
863898-102
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(CUSIP Number)
Larry D. Faw 14400 Southwest - 46th Court Ocala, Florida 34473 (352) 347-3947
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 26, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 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 ("Act") 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 7
SEC 1746 (2-98)
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CUSIP No. ____________
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Name of Reporting Person
1 S.S. or I.R.S. Identification No.
of Above Person
Larry H. Faw
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Check the Appropriate Box if a Member of a Group*
2 (a)
(b) X
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SEC Use Only
3
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Source of Funds*
4
00
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Check Box if Disclosure of Legal
5 Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
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Citizenship or Place of Organization
6
USA
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Sole Voting Power
NUMBER 7
9,071,277 (See Item 5)
OF --------------------------------------------------
SHARES Shared Voting Power
8
BENEFICIALLY
--------------------------------------------------
OWNED BY
Sole Dispositive Power
EACH 9
9,071,277 (See Item 5)
REPORTING --------------------------------------------------
PERSON Shared Dispositive Power
10
WITH
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Aggregate Amount Benefically Owned by Each Reporting Person
11
9,071,277 (See Item 5)
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12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
X
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Percent of Class Represented by Amount in Row (11)
13
25.6% (See Item 5)
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Type of Reporting Person*
14
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 of 7
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CUSIP No. ____________
- -------------------------------------------------------------------------------
Name of Reporting Person
1 S.S. or I.R.S. Identification No.
of Above Person
Genevieve H. Faw
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Check the Appropriate Box if a Member of a Group*
2 (a)
(b) X
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SEC Use Only
3
- -------------------------------------------------------------------------------
Source of Funds*
4
00
- -------------------------------------------------------------------------------
Check Box if Disclosure of Legal
5 Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
Citizenship or Place of Organization
6
USA
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Sole Voting Power
NUMBER 7
925,000 (See Item 5)
OF --------------------------------------------------
SHARES Shared Voting Power
8
BENEFICIALLY
--------------------------------------------------
OWNED BY
Sole Dispositive Power
EACH 9
925,000 (See Item 5)
REPORTING --------------------------------------------------
PERSON Shared Dispositive Power
10
WITH
- -------------------------------------------------------------------------------
Aggregate Amount Benefically Owned by Each Reporting Person
11
925,000 (See Item 5)
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12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
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Percent of Class Represented by Amount in Row (11)
13
3.0%
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Type of Reporting Person*
14
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 of 7
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ITEM 1. SECURITY AND ISSUER
Common Stock $.002 par value
Studio City Holding Corporation
14400 Southwest - 46th Court
Ocala, Florida 34473
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this statement are Larry D. Faw and Genevieve H. Faw. The
business address of the reporting persons is 14400 Southwest 46th Court,
Ocala, Florida 34473
During the past five years, neither of the reporting persons has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or trial order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In February 1993, a predecessor of the issuer entered into an agreement with Mr.
Faw, Chairman of the Board of Directors and President, to acquire direct
ownership of various intellectual properties in exchange for a promissory note
payable in the amount of $1,554,027 and warrants to purchase 5,000,000 shares of
Common Stock of the predecessor exercisable at $1.00 per share until February
16, 2003.
The estimated value of the intangible assets of $7,226,000 was determined by Mr.
Faw, without arm's length negotiations, by reference to industry standards as
detailed in the National Labor Relation's Board's Collective Bargaining
Agreement between the Alliance of Motion Picture and Television Producers and
the Writers Guild of America which reflects the minimum replacement costs and
pass through financial obligations to industry-wide motion picture and
television producers and purchasers of intellectual properties. The industry
standards referred to in that agreement may have no relationship to commercial,
economic or fair market value of the intangible assets.
Effective July 1, 1996, the predecessor merged with and into the issuer,
pursuant to a Plan of Merger. Pursuant to the Plan of Merger (i) 100,000,000
shares of Common Stock of the predecessor held by Mr. Faw were converted into
10,000 000 shares of the issuer's, Class A Preferred Stock, (ii) 10,000,000
shares of Common Stock of the predecessor held by Mr. Faw were converted into
1,000,000 shares of the issuer's Class B Preferred Stock, (iii) warrants to
purchase 5,000,000 shares of Common Stock of the predecessor were converted into
warrants to purchase 5,000,000 shares of Common Stock of the issuer, and (iv)
each of the remaining issued and outstanding shares of Common Stock of the
predecessor were converted into one share of the issuer's Common Stock. In
addition,
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Mr. Faw received 1,000,000 shares of Class Preferred B Stock in connection with
the merger.
Mrs. Faw acquired 935,000 shares of the issuers Common Stock as follows:
In October 1991, 24,000 shares for services; in March 1993, 2,400,000 shares
upon a 10:1 stock split; in August 1993, 100,000 shares in lieu of salary; in
January 1994, 1,000,000 shares for services; in June 1996, 14,000 shares to
correct a bookkeeping error; in September 1996, 386,000 shares to correct a
bookkeeping error; in December 1997, 3,000,000 of the 3,900,000 Shares were
exchanged for 300,000 shares of Class B Preferred Stock; and in April 1998,
25,000 shares issued for services
ITEM 4. PURPOSE OF TRANSACTION
The reporting persons plan to control the issuer, but have no plans or proposals
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or of any
of its subsidiaries;
(d) Any change in the present board of directors or management of the issuer,
including any plans or
(e) proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(f) Any material change in the present capitalization or dividend policy of
the issuer;
(g) Any other material change in the issuer's business or corporate structure,
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(h) Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. and Mrs. Faw are husband and wife.
Mr. Faw beneficially owns 9,071,277 shares, including warrants to purchase
5,000,000 shares at $1.00 per share which expire on February 16, 2003,
representing approximately 25.6 % of the issuer's 31,282,001 issued and
outstanding shares (including 3,800,000 treasury shares). Mr. Faw's beneficial
ownership excludes 10,000,000 shares of Class A Preferred Stock, which are
entitled to 10 votes for each share, and 2,000,000 shares of Class B Preferred
Stock, which are convertible into shares of Common Stock on the basis of one
share of Class B Preferred Stock for ten shares of Common Stock.
Mrs. Faw beneficially owns 925,000 shares. Mrs. Faw's beneficial ownership
excludes 300,000 shares of Class B Preferred Stock, which are convertible
into shares of Common Stock on the basis of one share of Class B Preferred
Stock for ten shares of Common Stock.
Mr. and Mrs. Faw each disclaim beneficial ownership of the other's shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Mr. Faw holds warrants to purchase 5,000,000 shares of Common Stock at $1.00
per share which expire on February 16, 2003.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed as part of this report:
1. Warrant to purchase 5,000,000 shares of Common Stock incorporated by
reference to Exhibit 10.2 to Form SB-2, File No. 333-62551
2. Statement required by Rule 13d-1(f), included after Signature.
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SIGNATURES
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.
Dated: June 7, 1999 /s/ LARRY D. FAW
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Larry D. Faw
Dated: June 7, 1999 /s/ GENEVIEVE H. FAW
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Genevieve H. Faw
STATEMENT REQUIRED BY RULE 13D-1(f)
The foregoing Schedule 13D and any amendments thereto with respect
to the Common Stock of Studio City Holding Corporation is a joint filing on
behalf of the persons named below pursuant to the provisions of Rule 13-d-1(f)
of the Securities Exchange Act of 1934.
Dated: June 7, 1999 /s/ LARRY D. FAW
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Larry D. Faw
Dated: June 7, 1999 /s/ GENEVIEVE H. FAW
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Genevieve H. Faw
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