SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 2
Under the Securities Exchange Act of 1934
THE SPORTS CLUB COMPANY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
84917P10
(CUSIP Number)
Roger M. Roisman, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
212-806-5448
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 29, 1997
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
(Continued on following pages)
(Page 1 of 15 Pages)
<PAGE>
SCHEDULE 13D
- ------------------------------------- ----------------------------------
CUSIP No. 84917P10 Page 2
- ------------------------------------- ----------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millennium Partners LLC
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
See Item 5. (a) / /
(b) X
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware.
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,201,232 See item 5.
OWNED BY ------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 0 See Item 5.
------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,201,232 See Item 5.
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 See item 5.
- ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,224,264
- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.44%
- ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
LLC
- ----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- ----------------------------------- ------------------------------
CUSIP No. 84917P10 Page 3
- ----------------------------------- ------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millennium Entertainment Partners, L.P.
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
See Item 5. (a) / /
(b) X
- ----------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3.
- ----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
- ----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware.
- ----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,052,631. See Item 5.
OWNED BY ------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 1,201,232. See Item 5.
------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,052,631. See Item 5.
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,201,232. See Item 5.
- ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,224,264
- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.44%
- ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- ----------------------------- ---------------------------------
CUSIP No. 84917P10 Page 4
- ----------------------------- ---------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian J. Collins
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
See Item 5. (a)/ /
(b) X
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3.
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0. See Item 5.
OWNED BY ------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 0. See Item 5.
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0. See Item 5.
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0. See Item 5.
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,224,264
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.44%
- ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- -------------------------------- -------------------------------
CUSIP No. 84917P10 Page 5
- -------------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millennium Development Partners L.P.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
See Item 5. (a) / /
(b) X
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3.
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware.
- --------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0. See Item 5.
OWNED BY ------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 970,400. See Item 5.
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0. See Item 5.
- --------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
970,400. See Item 5.
- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,224,264
- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.44%
- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- -------------------------- --------------------------------
CUSIP No. 84917P10 Page 6
- -------------------------- --------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millennium Development Associates L.P.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
See Item 5. (a) / /
(b) X
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC.
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware.
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0. See Item 5.
OWNED BY ------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 970,400. See Item 5.
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0. See Item 5.
------------------------------------------------
10 SHARED DISPOSITIVE POWER
970,400. See Item 5.
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,224,264.
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.44%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- ------------------------------- ------------------------------
CUSIP No. 84917P10 Page 7
- ------------------------------- ------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millennium Development Corp.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
See Item 5. (a) / /
(b) X
- ------------------------------------------------------------------------------
3 SEC USE ONLY
WC. See Item 3.
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3.
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware.
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0. See Item 5.
OWNED BY ------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 970,400. See Item 5.
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0. See Item 5.
------------------------------------------------
10 SHARED DISPOSITIVE POWER
970,400. See Item 5.
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,224,264
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.44%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- -------------------------- ------------------------------
CUSIP No. 84917P10 Page 8
- -------------------------- ------------------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher M. Jeffries
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
See Item 5. (a)
(b) X
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3.
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0. See Item 5.
OWNED BY ---------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
970,400. See Item 5.
---------------------------------------
9 SOLE DISPOSITIVE POWER
0. See Item 5.
---------------------------------------
10 SHARED DISPOSITIVE POWER
970,400. See Item 5.
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,224,264
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.44%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of The Sports Club Company, Inc., a Delaware corporation
("SCC"), whose principal executive offices are located at The Sports Company,
Inc., 11100 Santa Monica Blvd., Suite 300, Los Angeles, California 90025.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Millennium Partners LLC, a limited
liability company organized under the laws of the State of Delaware ("MPL"),
Millennium Entertainment Partners, L.P., a limited partnership organized under
the laws of the State of Delaware ("MEP"), Brian J. Collins ("BJC"), an
executive officer of the general partner of MEP and of the manager of MPL and
a director of SCC, Millennium Development Partners L.P., a limited partnership
organized under the laws of the State of Delaware ("MDP"), Millennium
Development Associates, L.P., a limited partnership organized under the laws of
the State of Delaware ("MDA"), Millennium Development Corp., a corporation
organized under the laws of the State of Delaware ("MDC"), and Christopher M.
Jeffries, a natural person ("CMJ," together with MPL, MEP, BJC, MDP, MDA and
MDC, the "Reporting Persons").
The principal business of each the Reporting Persons is the
development of real estate projects.
The business address of each of the Reporting Persons is:
c/o Millennium Partners Management LLC
1995 Broadway
New York, New York 10023
Attention: Brian J. Collins
None of the Reporting Persons has been, during the last five years,
(a) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) 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 final order enjoining future
violation of, prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The consideration for the purchase on June 20, 1997 of 1,052,632
shares of Common Stock of SCC by MPL was $5 million in cash from MPL's general
working capital. The consideration for the purchase on June 20, 1997 of
1,052,631 shares of Common Stock of SCC by MEP was (a) the assignment to SCC by
MEP of a promissory note in the principal amount of $2.5 million (without
accrued interest) dated December 30, 1996, of SCC in favor of the MEP and (b)
the assignment by MEP to SCC, of certain interests of MEP in Reebok-Sports
Club/NY Ltd. valued at $2.5 million. The consideration for the purchase of an
aggregate of 21,500 shares of Common Stock of SCC by MPL from June 26, 1997
through July 8, 1997 was $108,000 from MPL's general working capital. The
consideration for the purchase of an aggregate of 970,400 shares of Common Stock
of SCC by MDP from July 25, 1997 through October 29, 1997 was $6,427,025 in
cash from MDP's general working capital and $1,,125,917 in a margin loan from
MDP's stockbroker, Paine Webber Incorporated.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Reporting Persons acquired the shares of Common Stock of
SCC as an investment. Each of the Reporting Persons may seek to acquire
additional shares of Common Stock of SCC through open market or privately
negotiated transactions from time to time in its or his discretion. Any such
purchases will depend upon the market prices for the shares of Common Stock, the
number of shares which may become available for purchase at prices which each of
the Reporting Persons regard as attractive and various other factors which each
of the Reporting Persons may determine to be relevant. Alternatively, each of
the Reporting Persons may in the future determine to dispose of all or a portion
of the shares of Common Stock held by it or him depending upon, among other
things, the then market price for the Common Stock. Such sales may be made in
transactions in the open market or in privately negotiated transactions.
Except as set forth in this Item 4, none of the Reporting Persons has
any current plans or proposals which relate to or would result in (a) an
extraordinary corporate transaction, such as a merger, reoganization or
liquidation of SCC or any of its subsidiaries; (b) the sale or transfer of a
material amount of assets of SCC or any of its subsidiaries; (c) any change in
SCC's present Board of Directors or management; (d) any material change in the
present capitalization or dividend policy of SCC; (e) any other major change in
SCC's business or corporate structure; (f) any change in SCC's charter or
By-Laws that might impede the acquisition of control of SCC by any person; (g)
the delisting of a class of SCC's securities on a national securities change;
(h) the termination of registration pursuant to Section 12(g)(4) of the Exchange
Act of a class of SCC's equity securities; or (i) any action similar to any of
those enumerated above. However, as indicated above, each of the Reporting
Persons intends continuously to review its investment in SCC. Depending upon the
results of such continuing review and other factors, each of the Reporting
Persons reserves the right to propose, take or seek to cause SCC to take one or
more of the transactions described in this paragraph.
Pursuant to the Letter Agreement dated March 13, 1997, as amended by
the Letter Agreement dated June 10, 1997 (as so amended, the "Letter Agreement")
by and between MEP and SCC, MEP agreed to purchase an aggregate of 2,105,263
shares of Common Stock of SCC (the "Shares"). Pursuant to the Agreement of
Transfer dated as of June 20, 1997 between MPL and MEP (the "Transfer
Agreement"), simultaneous with its acquisition of the Common Stock of SCC, MEP
assigned to MPL 1,052,632 shares of Common Stock of SCC in exchange for $5
million in cash payable at the direction of MEP.
Pursuant to the Letter Agreement, MEP has the right to cause SCC to
register on a single occasion under the Securities Act of 1933, as amended (the
"Securities Act"), as many of the shares of Common Stock owned by the Reporting
Person that MEP shall elect. This right of MEP shall terminate upon the earlier
of March 13, 1999 or the date when shares owned by the Reporting Person may be
sold pursuant to subsection (k) of Rule 144 promulgated under the Securities
Act. Also, MEP has the right to cause SCC to include in any registration of
securities under the Securities Act (other than a registration of shares
relating to an employee benefit plan or a transaction pursuant to Rule 145 under
the Securities Act) effected by SCC such number of shares as MEP shall request,
subject to underwriter cutbacks.
In addition, pursuant to the Letter Agreement, for so long as MEP
shall have at least a 10% interest in Equity Securities (as defined in the
Letter Agreement) of SCC, if SCC shall issue any additional Equity Securities,
MEP shall have the right to purchase, at a price equal to the proposed offering
price, an amount of such Equity Securities so that MEP may maintain its current
ownership percentage of Equity Securities.
Furthermore, pursuant to the Letter Agreement, for the two-year period
ending June 20, 1989, MEP granted to SCC a right of first refusal to purchase
all of the Shares and other Equity Securities of SCC at a price per share equal
to that offered by a bona fide third party. Also, during such period, MEP agreed
not to sell, in one or more transaction, more than one percent of the
outstanding Equity Securities of SCC to any single purchaser and its affiliates
(as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as
amended).
On June 24, 1997, pursuant to the Letter Agreement, a designee of MEP
was appointed as a Class 2 Director of SCC and so long as MEP maintains at least
a 12% interest in the Equity Securities of SCC: (i) upon the expiration of the
term of such designee, SCC shall include and support a designee of MEP as one of
management's nominees for the Board of Directors, and (ii) upon the termination
of such designee's services as a director other than upon the expiration of term
of office, SCC shall appoint in his place a replacement designee of MEP. In
addition, two principals of SCC agree to vote Equity Securities which they own
(or with respect to which they have the power to direct the vote) in an amount
sufficient to elect such designee of MEP to the Board of Directors of SCC.
Brian J. Collins became a Director of SCC on June 24, 1997. Under
Section 141 of the Delaware General Corporation Law, the business of the SCC is
to be managed by or under the direction of its Board of Directors. While the
Board of Directors of SCC, and Mr. Collins as a Director, may from time to time
consider matters of a nature similar to one or more of the actions enumerated
under Item 4 of Schedule 13D, there exist at this time no plans or proposals
which require disclosure pursuant thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of November 6, 1997, (i) MPL beneficially owned 1,201,232 shares of
Common Stock of SCC, constituting 8.73% of the shares of Common Stock
outstanding, (ii) MEP beneficially owned 1,052,631 shares of Common Stock of
SCC, constituting 7.65% of the shares of Common Stock outstanding, (iii) BJC
beneficially owned 0 shares of Common Stock of SCC constituting 0% of the shares
of Common Stock outstanding (iv) MDP beneficially owned 970,400 shares of Common
Stock of SCC, constituting 7.06% of the shares of Common Stock outstanding, (v)
MEA beneficially owned 970,400 shares of Common Stock of SCC, constituting 7.06%
of the shares of Common Stock outstanding, (vi) MEC beneficially owned 970,400
shares of Common Stock of SCC, constituting 7.06% of the shares of Common Stock
outstanding, and (vii) CMJ beneficially owned 970,400 shares of Common Stock of
SCC, constituting 7.06% of the shares of Common Stock outstanding.
MPL has sole power to vote and sole power to dispose of all 1,201,232
shares of Common Stock of SCC owned by it. Under its Operating Agreement,
Millennium Partners Management LLC, its manager, does not have shared power to
vote or to dispose of any shares of Common Stock of SCC owned by MPL. In
addition, MEP owns a 49.5% membership interest in Dev Co and MEP has the right
to appoint two committee members of a committee of five which requires the
affirmative vote of four members to vote or dispose of the securities. MEP has
sole power to vote and sole power to dispose of all 1,052,631 shares of Common
Stock of SCC owned by it and has shared voting power to vote the shares owned by
MPL. Each of MEA, MEC and CMJ share with MDP the power to vote and to dispose of
the 970,400 shares of Common Stock owned by MDP.
Other than the transactions set forth in Item 3 above and those set
forth below, there were no transactions within the last sixty days by any of the
Reporting Persons with respect to the Common Stock of SCC.
DATE NUMBER OF SHARES PRICE PER SHARE
- ----- ---------------- ---------------
8/19/97 23,400 $5.75
8/21/97 8,500 5.801
8/22/97 6,000 5.875
8/22/97 1,100 5.875
8/25/97 5,000 6.00
8/26/97 1,600 6.00
8/26/97 1,000 6.00
8/26/97 5,000 6.00
8/27/97 10,000 6.00
8/27/97 5,000 6.00
9/9/97 29,000 6.50
9/9/97 10,000 6.50
9/11/97 5,000 6.50
9/29/97 10,000 7.75
9/29/97 5,000 7.75
10/29/97 285,100 8.25
10/29/97 23,000 8.50
These purchases were made by MDP in the open market, except for the
purchase of an aggregate of 15,000 shares on September 29, 1997 which were sold
directly by the seller to MPL.
ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Letter Agreement and the Transfer Agreement described
in Item 4, none of the Reporting Persons has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of SCC, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Letter Agreement dated March 13, 1997 by and between MEP
and SCC.*
2. Letter Agreement dated June 10, 1997 by and between MEP
and SCC.*
3. Agreement of Transfer dated as of June 20, 1997 between
the Reporting Person and MEP.*
4. Power of Attorney of Christopher M. Jeffries appointing
Brian J. Collins Attorney-in-Fact.*
- ------
* Previously Filed.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
MILLENNIUM PARTNERS LLC
BY: MILLENNIUM PARTNERS MANAGEMENT, LLC,
its manager
BY: MILLENNIUM MANAGER I, INC.,
its manager
By: /S/ BRIAN J. COLLINS
Name: Brian J. Collins
Title: Vice President
MILLENNIUM ENTERTAINMENT PARTNERS, L.P.
By: MILLENNIUM ENTERTAINMENT ASSOCIATES, L.P.,
its general partner
By: MILLENNIUM ENTERTAINMENT CORP.,
its general partner
By: /S/ BRIAN J. COLLINS
Name: Brian J. Collins
Title: Vice President
/S/ BRIAN J. COLLINS
Brian J. Collins
MILLENNIUM DEVELOPMENT PARTNERS, L.P.
By: MILLENNIUM DEVELOPMENT ASSOCIATES, L.P.
its general partner
By: MILLENNIUM DEVELOPMENT CORP.,
its general partner
By: /S/ BRIAN J. COLLINS
Title: Vice President
MILLENNIUM DEVELOPMENT ASSOCIATES, L.P.
By: MILLENNIUM DEVELOPMENT CORP.,
its General Partner
By: /S/ Brian J. Collins
Title Vice President
MILLENNIUM DEVELOPMENT CORP.
By: /s/ Brian J. Collinss
Title: Vice President
/s/ Brian J. Collins*
Christopher Jeffries
Dated: November 6, 1997
- -----------
