UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 6
The Sports Club Company, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 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)
September 20, 1999
(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(b) 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).
<PAGE>
CUSIP No. 84917P10 Page No: 2
<TABLE>
<S> <C> <C> <C>
(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 Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
2,253,863
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
2,253,863
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%(1)
(14) Type of Reporting Person (See Instructions)
OO
- --------
(1) Based on 17,702,087 shares of common stock, par value
$0.01 per share, of The Sports Club Company, Inc., a
Delaware corporation (the "Issuer"), outstanding on
August 10, 1999 as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999.
<PAGE>
CUSIP No. 84917P10 Page No: 3
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Millennium Partners Management LLC
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
2,253,863
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
2,253,863
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP No. 84917P10 Page No: 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Millennium Manager I, Inc.
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
2,253,863
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
2,253,863
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No. 84917P10 Page No: 5
(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 Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
United States
(7) Sole Voting Power
4,852,213
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
4,852,213
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 84917P10 Page No: 6
(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 Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
625,000
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
625,000
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No. 84917P10 Page No: 7
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Millennium Entertainment Associates L.P.
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
625,000
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
625,000
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No. 84917P10 Page No: 8
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Millennium Entertainment Corp.
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
625,000
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
625,000
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No. 84917P10 Page No: 9
(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 Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
United States
(7) Sole Voting Power
33,001
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
33,001
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 84917P10 Page No: 10
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MDP Ventures I LLC
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
80,600
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
80,600
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP No. 84917P10 Page No: 11
(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 Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
1,051,000
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
1,051,000
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No. 84917P10 Page No: 12
(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 Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
1,051,000
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
80,600
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No. 84917P10 Page No: 13
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Millennium Limited Partners L.P.
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
0
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
970,400
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No. 84917P10 Page No: 14
(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 Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
1,051,000
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
1,051,000
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No. 84917P10 Page No: 15
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MDP Ventures II LLC
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
922,350
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
922,350
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6
(14) Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP No. 84917P10 Page No: 16
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Millennium Development Partners II LLC
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
New York
(7) Sole Voting Power
922,350
Number of Shares (8) Shared Voting Power
Beneficially Owned 0
by Each Reporting
Person With
(9) Sole Dispositive Power
922,350
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,885,214
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
27.6%
(14) Type of Reporting Person (See Instructions)
OO
</TABLE>
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
The Schedule 13D filed with the Securities and Exchange Commission
(the "Commission") on July 1, 1997 by Millennium Entertainment Partners L.P., a
New York limited partnership ("MEP LP") and Millennium Entertainment Associates
L.P., a New York limited partnership ("MEA LP") relating to shares of common
stock, par value $0.01 per share, of The Sports Club Company, Inc., as amended
on August 11, 1997 to, among other things, add Millennium Partners LLC, a New
York limited liability company ("MPL"), Brian J. Collins, a citizen of the
United States of America ("BJC"), Millennium Development Partners L.P., a New
York limited partnership ("MDP LP"), Millennium Development Associates LP, a New
York limited partnership ("MDA LP"), Millennium Development Corp., a New York
corporation ("MD Corp.") and Christopher M. Jeffries, a citizen of the United
States of America ("CMJ"), as additional reporting persons, and as further
amended on November 7, 1997, January 13, 1998, August 12, 1998 and October 23,
1998, is hereby amended and restated to, among other things, add Millennium
Partners Management LLC, a New York limited liability company ("MPM LLC"),
Millennium Manager I, Inc., a New York corporation ("MMI"), Millennium
Entertainment Corp., a New York corporation ("ME Corp."), MDP Ventures I LLC, a
New York limited liability company ("MDP Ventures I"), MDP Ventures II LLC, a
New York limited liability company ("MDP Ventures II"), Millennium Limited
Partners L.P., a New York limited partnership ("MLP LP") and Millennium
Development Partners II LLC, a New York limited liability company ("MDP II
LLC"), as reporting persons.
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
(the "Issuer"). The principal executive offices of the Issuer 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 MPL, MPM LLC, MMI, CMJ, MEP LP, MEA
LP, ME Corp., BJC, MDP Ventures I, MDP LP, MDA LP, MLP LP, MD Corp., MDP
Ventures II and MDP II LLC (collectively, the "Reporting Persons"). Each of the
Reporting Persons other than CMJ and BJC, who are natural persons, was organized
in the State of New York.
The principal business of each of the Reporting Persons is the
development of real estate projects.
The principal business address and the address of the principal
office for each of the Reporting Persons is:
c/o Millennium Partners Management LLC
1995 Broadway
New York, New York 10023
Attention: Brian J. Collins
As further described in Item 5, MPL is the holder of record with
respect to 2,253,863 shares of Common Stock. MPM LLC is the manager of MPL. MMI
is the manager of MPM LLC. CMJ is the majority and controlling stockholder of
MMI. Set forth on Schedule I attached hereto and incorporated by reference
herein is a list of each executive officer and director of MMI. Schedule I also
sets forth the present principal occupation or employment of each person listed
therein and the name, principal business and address of any corporation or other
employment in which such employment is conducted.
17
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
As further described in Item 5, MEP LP is the holder of record with
respect to 625,000 shares of Common Stock. MEA LP is the general partner of MEP
LP. ME Corp. is the general partner of MEA LP. CMJ is the majority and
controlling stockholder of ME Corp. Set forth on Schedule I attached hereto and
incorporated by reference herein is a list of each executive officer and
director of ME Corp. Schedule I also sets forth the present principal occupation
or employment of each person listed therein and the name, principal business and
address of any corporation or other employment in which such employment is
conducted.
As further described in Item 5, MDP Ventures I is the holder of
record with respect to 80,600 shares of Common Stock. MDP LP is the managing
member of MDP Ventures I. MDA LP is the general partner of MDP LP. MD Corp. is
the general partner of MDA LP. CMJ is the majority and controlling stockholder
of MD Corp. Set forth on Schedule I attached hereto and incorporated by
reference herein is a list of each executive officer and director of MD Corp.
Schedule I also sets forth the present principal occupation or employment of
each person listed therein and the name, principal business and address of any
corporation or other employment in which such employment is conducted.
As further described in Item 5, MDP Ventures II is the holder of
record with respect to 922,350 shares of Common Stock. MDP II LLC is the
managing member of MDP Ventures II. CMJ is the majority and controlling member
of MDP II LLC.
As further described in Item 5, MDP LP is the holder of record with
respect to 970,400 shares of Common Stock. MDA LP is the general partner of MDP
LP. MLP LP is the holder of a majority of the outstanding limited partnership
interests of MDP LP. MD Corp. is the general partner of both MDA LP and MLP LP.
CMJ is the majority and controlling stockholder of MD Corp. Set forth on
Schedule I attached hereto and incorporated by reference herein is a list of
each executive officer and director of MD Corp. Schedule I also sets forth the
present principal occupation or employment of each person listed therein and the
name, principal business and address of any corporation or other employment in
which such employment is conducted.
None of the Reporting Persons and none of the directors, executive
officers or stockholders 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.
In addition to holding those positions set forth opposite his name on
Schedule I attached hereto, CMJ is the President of Millennium Partners.
Millennium Partners is engaged in the development of real estate projects. CMJ
is a citizen of the United States of America.
In addition to holding those positions set forth opposite his name on
Schedule I attached hereto, BJC is the Vice President of Millennium Partners.
Millennium Partners is engaged in the development of real estate projects. BJC
is a citizen of the United States of America.
18
<PAGE>
CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
All of the directors, executive officers and stockholders of the
Reporting Persons are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The consideration for the purchase of an aggregate of 127,100 shares
of Common Stock by MPL from May 8, 1997 through June 16, 1997 was $615,299.99
from MPL's general working capital. The consideration for the purchase on June
20, 1997 of 2,105,263 shares of Common Stock by MEP LP was (a) the assignment to
the Issuer by MEP LP of MEP LP's right, title and interest in and to a
promissory note in the principal amount of $2,500,000.00 (excluding accrued
interest), dated December 30, 1996, (b) the assignment to the Issuer by MEP LP
of certain of MEP LP's right, title and interest in and to Reebok-Sports Club/NY
Ltd. valued at $2,500,000.00 and (c) $5,000,000.00. The consideration for the
purchase on June 23, 1997 of 1,052,632 shares of Common Stock by MPL from MEP LP
was $5,000,000.00 in cash from MPL's general working capital. 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 $108,224.90 from MPL's general working
capital. The consideration for the purchase of an aggregate of 970,400 shares of
Common Stock by MDP LP from July 25, 1997 through October 29, 1997 was
$6,427,025.00 in cash from MDP LP's general working capital and $1,125,917.00 in
a margin loan from MDP LP's stockbroker, Paine Webber Incorporated. On November
17, 1997, BJC received 1,000 shares of Common Stock in his capacity as a
director on the board of directors of the Issuer. The consideration for the
purchase of an aggregate of 80,600 shares of Common Stock by MDP Ventures I from
December 10, 1997 through December 22, 1997 was $649,050.00 from MDP Ventures
I's general working capital. The consideration for the purchase of 625,000
shares of Common Stock by MEP LP on December 23, 1997 was $5,000,000.00.
$3,900,000.00 of the purchase price came from the general working capital of MEP
LP and $1,100,000.00 was from a margin loan from MEP LP's stockbroker, Paine
Webber Incorporated. The consideration for the purchase of 1,052,631 shares of
Common Stock by MPL from MEP LP 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
$99,009.00. The consideration for the purchase of an aggregate of 526,100 shares
of Common Stock by MDP Ventures II from June 2, 1998 through October 14,1998 was
$2,925,086.95 from MDP Ventures II's general working capital. The consideration
for the purchase of an aggregate of 396,250 shares of Common Stock by MDP
Ventures II from October 15, 1998 through May 19, 1999 was $1,848,629.87 from
MDP Ventures II's general working capital. In December 1998, BJC received 1,000
shares of Common Stock in his capacity as a director on the board of directors
of the Issuer. The consideration for the purchase of an aggregate of 19,000
shares of Common Stock by BJC on November 6, 1998 and January 14, 1999 was
$88,865.00.
Item 4. Purpose of Transaction
The following information amends and supplements Item 4:
The Reporting Persons have acquired a total of 4,885,214 shares of
Common Stock. At the time of purchasing such shares of Common Stock, the
Reporting Persons acquired such shares as an investment. The Reporting Persons
believe that the Common Stock is currently undervalued. The Reporting Persons
are interested in having the Issuer act with a view toward maximizing
stockholder values.
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CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
The Reporting Persons may consider courses of action designed to help
maximize stockholder values, although the Reporting Persons have made no final
determination in respect of any such course of action at the present time.
The Reporting Persons may seek to acquire additional shares of Common
Stock or interests in additional shares of Common Stock as they deem
appropriate, whether in open market purchases, privately negotiated transactions
or otherwise, subject to (i) availability of shares of Common Stock at prices
which the Reporting Persons deem favorable, (ii) appropriate corporate action
being taken by the Issuer with respect to Section 203 of the Delaware General
Corporation Law and (iii) appropriate corporate action being taken by the Issuer
with respect to the Issuer's existing Rights Agreement, as amended. While it is
not the Reporting Persons' present intention to do so, the Reporting Persons
reserve the right to dispose of some or all of their shares of Common Stock in
the open market or in privately negotiated transactions to third parties or
otherwise.
The following information was previously reported in the Reporting
Persons' Schedule 13D, as amended by Amendment Nos. 1, 2, 3, 4 and 5:
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 LP and the Issuer, MEP LP 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 LP (the "Transfer Agreement"), simultaneous
with its acquisition of Common Stock, MEP LP assigned to MPL 1,052,632 shares of
Common Stock in exchange for $5,000,000.00 in cash payable at the direction of
MEP LP.
Pursuant to the Letter Agreement, MEP LP has the right to cause the
Issuer to include in any registration of the securities of the Issuer under the
Securities Act of 1933, as amended (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 the Issuer such
number of shares as MEP LP shall request, subject to underwriter cutbacks.
In addition, pursuant to the Letter Agreement, for so long as MEP LP
shall have at least a 10% interest in Equity Securities (as defined in the
Letter Agreement) of the Issuer, if the Issuer shall issue any additional Equity
Securities, MEP LP shall have the right to purchase, at a price equal to the
proposed offering price, an amount of such Equity Securities so that MEP LP may
maintain its current ownership percentage of Equity Securities.
On June 24, 1997, pursuant to the Letter Agreement, a designee of MEP
LP was appointed as a Class 2 Director of the Issuer and so long as MEP LP
maintains at least a 12% interest in the Equity Securities of the Issuer: (i)
upon the expiration of the term of such designee, the Issuer shall include and
support a designee of MEP LP as one of management's nominees for the board of
directors of the Issuer, and (ii) upon the termination of such designee's
services as a director other than upon the expiration of term of office, the
Issuer shall appoint in his place a replacement designee of MEP LP. In addition,
two principals of the Issuer agree to vote Equity Securities which they own (or
with respect to which they have
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CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
the power to direct the vote) in an amount sufficient to elect such designee of
MEP LP to the board of directors of the Issuer.
BJC became a director of the Issuer on June 24, 1997. Under Section
141 of the Delaware General Corporation Law, the business of the Issuer is to be
managed by or under the direction of its board of directors.
Except as set forth in this Item 4, neither the Reporting Persons
nor, to the best of the knowledge of the Reporting Persons, any of the
individuals named in Schedule I hereto, has any plans or proposals which relate
to or which would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Amendment No. 6 to Schedule 13D, (i) MPL
beneficially owned an aggregate of 2,253,863 shares of Common Stock,
constituting 12.7% of the shares of Common Stock outstanding; (ii) MPM LLC
beneficially owned an aggregate of 2,253,863 shares of Common Stock,
constituting 12.7% of the shares of Common Stock outstanding; (iii) MMI
beneficially owned an aggregate of 2,253,863 shares of Common Stock,
constituting 12.7% of the shares of Common Stock outstanding; (iv) CMJ
beneficially owned an aggregate of 4,852,213 shares of Common Stock,
constituting 27.4% of the shares of Common Stock outstanding; (v) MEP LP
beneficially owned an aggregate of 625,000 shares of Common Stock, constituting
3.5% of the shares of Common Stock outstanding; (vi) MEA LP beneficially owned
an aggregate of 625,000 shares of Common Stock, constituting 3.5% of the shares
of Common Stock outstanding; (vii) ME Corp. beneficially owned an aggregate of
625,000 shares of Common Stock, constituting 3.5% of the shares of Common Stock
outstanding; (viii) BJC beneficially owned an aggregate of 33,001 shares of
Common Stock, constituting 0.2% of the shares of Common Stock outstanding; (ix)
MDP Ventures I beneficially owned an aggregate of 80,600 shares of Common Stock,
constituting 0.5% of the shares of Common Stock outstanding; (x) MDP LP
beneficially owned an aggregate of 1,051,000 shares of Common Stock,
constituting 6.0% of the shares of Common Stock outstanding; (xi) MDA LP
beneficially owned an aggregate of 1,051,000 shares of Common Stock,
constituting 6.0% of the shares of Common Stock outstanding; (xii) MLP LP
beneficially owned an aggregate of 970,400 shares of Common Stock, constituting
5.5% of the shares of Common Stock outstanding; (xiii) MD Corp. beneficially
owned an aggregate of 1,051,000 shares of Common Stock, constituting 6.0% of the
shares of Common Stock outstanding; (xiv) MDP Ventures II beneficially owned an
aggregate of 922,350 shares of Common Stock, constituting 5.2% of the shares of
Common Stock outstanding; (xv) MDP II LLC owned an aggregate of 922,350 shares
of Common Stock, constituting 5.2% of the shares of Common Stock outstanding;
and (xvi) the Reporting Persons collectively beneficially owned an aggregate of
4,885,214 shares of Common Stock, representing 27.6% of the shares of Common
Stock outstanding. All calculations of percentage ownership in the foregoing
sentence are based on 17,702,087 shares of Common Stock outstanding as of August
10, 1999.
(b) MPL is the holder of record with respect to 2,253,863 shares of
Common Stock. MPL has the sole power to vote and the sole power to dispose of
such 2,253,863 shares of Common Stock. MPM LLC, MMI and CMJ each has the sole
power to vote and the sole power to dispose of the 2,253,863 shares of Common
Stock held by MPL.
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CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
MEP LP is the holder of record with respect to 625,000 shares of
Common Stock. MEP LP has the sole power to vote and the sole power to dispose of
such 625,000 shares of Common Stock. MEA LP, ME Corp. and CMJ each has the sole
power to vote and the sole power to dispose of the 625,000 shares of Common
Stock held by MEP LP.
BJC is the holder of record with respect to 33,001 shares of Common
Stock. BJC has the sole power to vote and the sole power to dispose of such
33,001 shares of Common Stock.
MDP Ventures I is the holder of record with respect to 80,600 Shares
of Common Stock. MDP Ventures I has the sole power to vote and the sole power to
dispose of such 80,600 shares of Common Stock. MDP LP, MDA LP, MD Corp. and CMJ
each has the sole power to vote and the sole power to dispose of the 80,600
shares of Common Stock held by MDP Ventures I.
MDP Ventures II is the holder of record with respect to 922,350
shares of Common Stock. MDP Ventures II has the sole power to vote and the sole
power to dispose of such 922,350 shares of Common Stock. MDP II LLC and CMJ each
has the sole power to vote and the sole power to dispose of the 922,350 shares
of Common Stock held by MDP Ventures II.
MDP LP is the holder of record with respect to 970,400 shares of
Common Stock. MDP LP has the sole power to vote and the sole power to dispose of
such 970,400 shares of Common Stock. MDA LP, MD Corp. and CMJ each has the sole
power to vote the 970,400 shares of Common Stock held by MDP LP. MLP LP, MD
Corp. and CMJ each has the sole power to dispose of the 970,400 shares of Common
Stock held by MDP LP.
(c) There were no transactions within the last sixty days by any of
the Reporting Persons with respect to Common Stock.
The following purchases were made by the Reporting Person indicated
from October 15, 1998 through May 19, 1999. Such purchases were made in the open
market.
Purchaser Purchase Date Number of Shares Price per Share
MDP Ventures II 10/15/98 15,000 $4.250
BJC 11/6/98 10,000 $4.840
MDP Ventures II 11/23/98 2,000 $4.500
MDP Ventures II 11/25/98 6,500 $4.673
MDP Ventures II 11/27/98 8,000 $4.750
MDP Ventures II 12/4/98 33,500 $4.777
MDP Ventures II 1/5/99 100,000 $4.030
BJC 1/14/99 1,000 $4.500
BJC 1/14/99 5,000 $4.493
BJC 1/14/99 3,000 $4.500
MDP Ventures II 3/10/99 16,350 $4.438
MDP Ventures II 3/22/99 30,000 $4.875
MDP Ventures II 3/23/99 70,000 $4.875
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CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
MDP Ventures II 3/29/99 15,200 $4.875
MDP Ventures II 3/31/99 94,200 $5.155
MDP Ventures II 5/19/99 5,500 $4.500
In December 1998, BJC received 1,000 shares as a member of the board
of directors of the Issuer.
(d) Not applicable.
(e) Not applicable.
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 the Issuer, 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
Millennium Entertainment Partners L.P. and The Sports Club
Company, Inc.*
2. Letter Agreement dated June 10, 1997 by and between
Millennium Entertainment Partners L.P. and The Sports Club
Company, Inc.*
3. Agreement of Transfer dated as of June 20, 1997 between
Millennium Partners LLC and Millennium Entertainment
Partners L.P.*
4. Power of Attorney of Christopher M. Jeffries appointing
Brian J. Collins Attorney-in-Fact.*
- --------
* Previously Filed.
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CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
Schedule I
Name of Individual Position
<TABLE>
<S> <C>
Christopher M. Jeffries President, director and majority stockholder of MMI, ME Corp.
and MD Corp.
Philip E. Aarons Vice President and director of MMI, ME Corp. and MD Corp.
Philip H. Lovett Vice President and director of MMI, ME Corp. and MD Corp.
Steven L. Hoffman Vice President and Assistant Secretary of MMI, ME Corp. and
MD Corp.; director of ME Corp.
Brian J. Collins Vice President and Secretary of MMI; Vice President, Treasurer
and Secretary of ME Corp. and MD Corp.
Lisa Gillespie-Jeffries Vice President of MMI.
George Von Werz Vice President of ME Corp. and MD Corp.
</TABLE>
The principal business of each of the above-named persons is the development
of real estate projects. The principal business address of each of the
above-named persons is: c/o Millennium Partners Management LLC; 1995 Broadway;
New York, New York 10023.
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CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
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: September 20, 1999 /s/ Brian J. Collins*
--------------------------
Brian J. Collins
* In his individual capacity, in his capacity
as an authorized officer of each of the
following entity Reporting Persons and in his
capacity as an attorney-in-fact pursuant to
the Power of Attorney filed under Item 7 with
respect to CMJ:
MILLENNIUM PARTNERS LLC
By: MILLENNIUM PARTNERS MANAGEMENT,
LLC, its manager
By: MILLENNIUM MANAGER I, INC., its
manager
MILLENNIUM PARTNERS MANAGEMENT
LLC
By: MILLENNIUM MANAGER I, INC.,
its manager
MILLENNIUM MANAGER I, INC.
CHRISTOPHER M. JEFFRIES
MILLENNIUM ENTERTAINMENT PARTNERS
L.P.
By: MILLENNIUM ENTERTAINMENT
ASSOCIATES L.P., its general partner
By: MILLENNIUM ENTERTAINMENT
CORP., its general partner
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CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
MILLENNIUM ENTERTAINMENT
ASSOCIATES L.P.
By: MILLENNIUM ENTERTAINMENT CORP.,
its general partner
MILLENNIUM ENTERTAINMENT CORP.
MDP VENTURES I LLC
By: MILLENNIUM DEVELOPMENT
PARTNERS L.P., its managing member
By: MILLENNIUM DEVELOPMENT
ASSOCIATES L.P., its general
partner
By: MILLENNIUM DEVELOPMENT
CORP., its general partner
MILLENNIUM DEVELOPMENT PARTNERS
L.P.
By: MILLENNIUM DEVELOPMENT
ASSOCIATES L.P., its general partner
By: MILLENNIUM DEVELOPMENT CORP.,
its general partner
MILLENNIUM DEVELOPMENT ASSOCIATES,
L.P.
By: MILLENNIUM DEVELOPMENT CORP., its
general partner
MILLENNIUM LIMITED PARTNERS L.P.
By: MILLENNIUM DEVELOPMENT
CORP., its general partner
MILLENNIUM DEVELOPMENT CORP.
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CUSIP No. 84917P10 SCHEDULE 13D - AMENDMENT NO. 6
MDP VENTURES II LLC
By: MILLENNIUM DEVELOPMENT
PARTNERS II LLC, its managing member
MILLENNIUM DEVELOPMENT PARTNERS II
LLC
27
