UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 5
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)
Eric R. Landau, Esq.
Battle Fowler LLP
Park Avenue Tower
75 East 55th Street
(212) 856-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 14, 1998
(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.
767952.1
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D Page 1 of 14 Pages
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* (a) / /
See Item 5. (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
7 SOLE VOTING POWER
2,253,863. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0. See Item 5.
OWNED BY EACH
REPORTIN 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,253,863. See Item 5.
10 SHARED DISPOSITIVE POWER
0. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,453,963
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.32%
14 TYPE OF REPORTING PERSON*
LLC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
767952.1
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D Page 2 of 14 Pages
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* (a) / /
See Item 5. (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
7 SOLE VOTING POWER
625,000. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,253,863. See Item 5.
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 625,000. See Item 5.
PERSON WITH
10 SHARED DISPOSITIVE POWER
2,253,863. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,453,963
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.32%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
767952.1
<PAGE>
CUSIP No. 84917P1 SCHEDULE 13D Page 3 of 14 Pages
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* (a) / /
See Item 5. (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.
7 SOLE VOTING POWER
13,001. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0. See Item 5.
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,001. See Item 5.
PERSON WITH
10 SHARED DISPOSITIVE POWER
0. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,453,963
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.32%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
767952.1
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D Page 4 of 14 Pages
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* (a) / /
See Item 5. (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
7 SOLE VOTING POWER
0. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,575,100. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0. See Item 5.
10 SHARED DISPOSITIVE POWER
1,575,100. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,453,963
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.32%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
767952.1
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D Page 5 of 14 Pages
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* (a) / /
See Item 5. (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
7 SOLE VOTING POWER
0. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,575,100. See Item 5.
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0. See Item 5.
10 SHARED DISPOSITIVE POWER
1,575,100. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,453,963
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.32%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
767952.1
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D Page 6 of 14 Pages
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* (a) / /
See Item 5. (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
7 SOLE VOTING POWER
0. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,575,100. See Item 5.
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0. See Item 5.
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,575,100. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,453,963
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.32%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
767952.1
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D Page 7 of 14 Pages
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* (a / /
See Item 5. (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.
7 SOLE VOTING POWER
0. See Item 5.
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,575,100. See Item 5.
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0. See Item 5.
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,575 ,100. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,453,963
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.32%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
767952.1
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D Page 8 of 14 Pages
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01
per share (the "Common Stock"), of The Sports Club Company, Inc., a Delaware
corporation ("SCC"), whose principal executive offices are located at The Sports
Club 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 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 of 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, during the last five years,
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been 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 violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of 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 by MPL was $5,000,000 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 by MEP was (a) the assignment to SCC by MEP of
a promissory note in the principal amount of $2,500,000 (without accrued
interest), dated December 30, 1996, of SCC in favor of MEP and (b) the
assignment by MEP to SCC of certain interests of MEP in Reebok-Sports Club/NY
Ltd. valued at $2,500,000. The consideration for the purchase of an aggregate of
21,500 shares of Common Stock 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 970,400 shares of Common Stock 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.
On November 17, 1997, BJC received 1,000 shares of Common Stock in his capacity
as board member of SCC. The consideration for the purchase of an aggregate of
80,600 shares of Common Stock by MDP from December 10, 1997 through December 22,
1997 was $649,050 from MDP's general working capital. The consideration for the
purchase of 625,000 shares of Common Stock by MEP on December 23, 1997 was
$5,000,000. $3,900,000 of the purchase price came from the general working
capital of MEP and $1,100,000 was from a margin loan from MEP's stockbroker,
Paine Webber Incorporated. As of October 20, 1998, less than $1,169.07 remains
outstanding on the MEP margin loan. The consideration for the purchase of
1,052,631 shares of Common Stock by MPL from MEP on December 31, 1997 was
$4,999,997.25 from MPL's general working capital. On April 7, 1998 and April 29,
1998, BJC purchased an aggregate of 12,001 shares of Common Stock for
consideration of $99,009.
767952.1
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D Page 9 of 14 Pages
The consideration for the purchase of an aggregate of 146,500 shares of Common
Stock by MDP from June 2, 1998 through October 14,1998 was $2,917,086.95 from
MDP's general working capital.
Item 4. Purpose of Transaction.
Each of the Reporting Persons acquired the shares of Common
Stock as an investment. Each of the Reporting Persons may seek to acquire
additional shares of Common Stock 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, reorganization 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 bylaws
that might impede the acquisition or control of SCC by any person; (g) the
delisting of a class of SCC's securities on a national securities exchange; (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. Pursuant to the Agreement of Transfer dated as
of June 20, 1997 between MPL and MEP (the "Transfer Agreement"), simultaneous
with its acquisition of Common Stock, MEP assigned to MPL 1,052,632 shares of
Common Stock in exchange for $5,000,000 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 its 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.
767952.1
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D Page 10 of 14 Pages
Furthermore, pursuant to the Letter Agreement, for the
two-year period ending June 20, 1999, MEP granted to SCC a right of first
refusal to purchase all of the shares of Common Stock 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
transactions, 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
Exchange Act.).
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 October 14, 1998, (i) MPL beneficially owned 2,253,863
shares of Common Stock, constituting 10.79% of the shares of Common Stock
outstanding, (ii) MEP beneficially owned 625,000 shares of Common Stock,
constituting 2.99% of the shares of Common Stock outstanding, (iii) BJC
beneficially owned 13,001 shares of Common Stock, constituting .06% of the
shares of Common Stock outstanding, (iv) MDP beneficially owned 1,575,100 shares
of Common Stock, constituting 7.53% of the shares of Common Stock outstanding,
(v) MEA beneficially owned 1,575,100 shares of Common Stock, constituting 7.53%
of the shares of Common Stock outstanding, (vi) MEC beneficially owned 1,575,100
shares of Common Stock, constituting 7.53% of the shares of Common Stock
outstanding, and (vii) CMJ beneficially owned 1,575,100 shares of Common Stock,
constituting 7.53% of the shares of Common Stock outstanding.
MPL has sole power to vote and sole power to dispose of all
2,253,863 shares of Common Stock 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 owned by MPL.
In addition, MEP owns a 49.5% membership interest in MDC 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 625,000
shares of Common Stock owned by it and has shared voting power to vote the
shares owned by MPL. Each of MEA, MEC and CMJ shares with MDP the power to vote
and to dispose of the 1,575,100 shares of Common Stock owned by MDP.
Other than the transactions 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.
The following purchases, made between August 27, 1998 and
October 14, 1998, were made by MDP in the open market.
767952.1
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D Page 11 of 14 Pages
Purchase Date Number of Shares Price Per Share
- ------------- ---------------- ---------------
8/27/98 25,000 $5.160
8/28/98 17,000 $5.702
8/31/98 3,000 $5.708
8/31/98 11,000 $5.073
9/1/98 44,000 $5.019
9/1/98 20,500 $5.020
9/4/98 6,000 $5.260
9/4/98 6,000 $5.375
9/16/98 11,000 $5.500
9/17/98 5,000 $5.500
9/21/98 11,600 $5.500
9/22/98 9,800 $5.436
9/24/98 1,000 $5.625
9/25/98 2,700 $5.750
9/28/98 13,600 $5.625
9/29/98 4,500 $5.625
10/1/98 12,100 $5.516
10/2/98 700 $5.500
10/6/98 3,200 $5.500
10/7/98 2,500 $5.375
10/8/98 100,000 $4.500
10/14/98 67,400 $4.430
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.
767952.1
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement may be
filed jointly with the other undersigned party.
Dated: October 23, 1998 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
By:/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
----------------------------
Name: Brain J. Collins
Title: Vice President
767952.1
<PAGE>
MILLENNIUM DEVELOPMENT ASSOCIATES,
L.P.
By: MILLENNIUM DEVELOPMENT CORP., its
General Partner
By:/s/ Brian J. Collins
----------------------------
Name: Brian J. Collins
Title: Vice President
MILLENNIUM DEVELOPMENT CORP.
By:----------------------------
Name: Brian J. Collins
Title: Vice President
----------------------------
Christopher Jeffries*
767952.1
