UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 4
The Sports Club Company, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
84917P10
(CUSIP Number)
Lois Barberio, Secretary
The Sports Club Company, Inc.
11100 Santa Monica Boulevard, Suite 300
Los Angeles, CA 90025
(310) 479-5200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 12, 2004
(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 Filing 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).
1
(1) Name of Filing Person
S.S. or I.R.S. Identification No. of Above Person
Rex A. Licklider
(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)
PF.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
U.S.
(7) Sole Voting Power
115,000
Number of Shares (8) Shared Voting Power
Beneficially Owned 3,167,593
by Each Reporting
Person With (9) Sole Dispositive Power
115,000
(10) Shared Dispositive Power
3,167,593
(11) Aggregate Amount Beneficially Owned by Each Filing Person
3,282,593
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
16.64%(1)
(14) Type of Filing Person (See Instructions)
IN
--------
(1) Based on 18,418,714 shares of Common Stock, par value $0.01 per share, of
The Sports Club Company, Inc., a Delaware corporation (the "Issuer"),
outstanding at November 12, 2003, as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003; (b) Option
granted by Issuer to Filing Person to purchase 115,000 shares of Common
Stock under Issuer's stock option plan; (c) The Issuer's issuance of 2,000
shares of Series C Convertible Preferred Stock to Filing Persons on
September 6, 2003, which shares are presently convertible into 692,730
shares of the Issuer's Common Stock; and (d) the Issuer's issuance of
10,000 shares of Series D Convertible Preferred Stock to Filing Persons on
March 12, 2004, which shares are presently convertible into 500,000 shares
of the Issuer's Common Stock.
2
(1) Name of Filing Person
S.S. or I.R.S. Identification No. of Above Person
Judith Ann Deemer
(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)
PF.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
U.S.
(7) Sole Voting Power
0
Number of Shares (8) Shared Voting Power
Beneficially Owned 3,167,593
by Each Reporting
Person With (9) Sole Dispositive Power
0
(10) Shared Dispositive Power
3,167,593
(11) Aggregate Amount Beneficially Owned by Each Filing Person
3,282,593
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
16.64%(1)
(14) Type of Filing Person (See Instructions)
IN
--------
(1) Based on 18,418,714 shares of Common Stock, par value $0.01 per share, of
The Sports Club Company, Inc., a Delaware corporation (the "Issuer"),
outstanding at November 12, 2003, as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003; (b) Option
granted by Issuer to Filing Person to purchase 115,000 shares of Common
Stock under Issuer's stock option plan; (c) The Issuer's issuance of 2,000
shares of Series C Convertible Preferred Stock to Filing Persons on
September 6, 2003, which shares are presently convertible into 692,730
shares of the Issuer's Common Stock; and (d) the Issuer's issuance of
10,000 shares of Series D Convertible Preferred Stock to Filing Persons on
March 12, 2004, which shares are presently convertible into 500,000 shares
of the Issuer's Common Stock.
3
(1) Name of Filing Person
S.S. or I.R.S. Identification No. of Above Person
The Licklider Living Trust dated May 2, 1986
(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)
PF.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
U.S.
(7) Sole Voting Power
0
Number of Shares (8) Shared Voting Power
Beneficially Owned 3,167,593
by Each Reporting
Person With (9) Sole Dispositive Power
0
(10) Shared Dispositive Power
3,167,593
(11) Aggregate Amount Beneficially Owned by Each Filing Person
3,282,593
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
16.64%(1)
(14) Type of Filing Person (See Instructions)
IN
--------
(1) Based on 18,418,714 shares of Common Stock, par value $0.01 per share, of
The Sports Club Company, Inc., a Delaware corporation (the "Issuer"),
outstanding at November 12, 2003, as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003; (b) Option
granted by Issuer to Filing Person to purchase 115,000 shares of Common
Stock under Issuer's stock option plan; (c) The Issuer's issuance of 2,000
shares of Series C Convertible Preferred Stock to Filing Persons on
September 6, 2003, which shares are presently convertible into 692,730
shares of the Issuer's Common Stock; and (d) the Issuer's issuance of
10,000 shares of Series D Convertible Preferred Stock to Filing Persons on
March 12, 2004, which shares are presently convertible into 500,000 shares
of the Issuer's Common Stock.
4
The Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") on December 5, 1994, as amended to date, is hereby further amended
as follows.
Item 1. Security and Issuer
No amendments or supplements.
Item 2. Identity and Background
(a) This Statement is being filed by Rex A. Licklider, Judith Ann Deemer
("Mrs. Licklider"), and The Licklider Living Trust dated May 2, 1986 (the
"Living Trust") (collectively the "Filing Persons").
(b) The Filing Persons' business address is 11100 Santa Monica Blvd., Suite
300, Los Angeles, California 90025.
(c) Mr. Licklider currently serves as Chief Executive Officer of The Sports
Club Company at its principal executive offices. Ms. Deemer is the spouse of Mr.
Licklider and together they serve as co-trustees of the Living Trust, a trust
for the benefit of Mr. and Mrs. Licklider. Under the Living Trust, each of Mr.
Licklider and Mrs. Licklider has equal authority to vote or dispose of all
shares held by the Living Trust.
(d) The Filing Persons have not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Filing Persons have not, during the past five years, 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 or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. and Mrs. Licklider are citizens of the United States of America;
the Living Trust is organized under the laws of the State of California.
Item 3. Source and Amount of Funds or Other Consideration
The following information amends and supplements Item 3:
On March 12, 2004, the Filing Persons purchased 10,000 shares of Series D
Preferred Stock (as defined below) from the Issuer for an aggregate purchase
price of $1,000,000 pursuant to the Series D Preferred Stock Purchase Agreement
(as defined below). The purchase was made out of the personal funds of the
Filing Persons.
Mr. Licklider was granted a stock option on May 20, 2001 to purchase
115,000 shares of Common Stock of the Issuer, all of which will be exercisable
within sixty days.
5
Item 4. Purpose of Transaction
The following information amends and supplements Item 4.
Pursuant to that certain Preferred Stock Purchase Agreement entered into as
of September 6, 2002, by and among the Issuer, the Filing Persons and the other
investors named therein (the "Series C Preferred Stock Purchase Agreement"), the
Filing Persons purchased 2,000 shares of the Issuer's Series C Convertible
Preferred Stock, par value $0.01 per share (the "Series C Preferred"), from the
Issuer on September 6, 2002 for an aggregate purchase price of $2,000,000.00.
Each shares of the Series C Preferred is convertible at the option of its holder
at any time into one share of Common Stock at a conversion price of $2.8871 per
share (subject to adjustment under certain circumstances).
On February 19, 2004, the Filing Persons agreed to make an investment in
the Issuer in accordance with the terms set forth in a non-binding Term Sheet
(the "New Term Sheet") agreed to with Millennium Entertainment Partners, L.P.,
or affiliate(s) ("Millennium") and Kayne Anderson Capital Advisors, L.P. or
affiliate(s) ("Kayne"). Millennium and Kayne are referred to herein as the "13D
Parties." The Filing Persons and the 13D Parties are referred to herein as the
"New Term Sheet Parties." Millennium and Kayne are significant beneficial owners
of the Issuer's Common Stock and have filed either a Schedule 13D or Schedule
13G pursuant to the Act. The New Term Sheet set forth a non-binding plan for the
New Term Sheet Parties to consummate a transaction whereby the New Term Sheet
Parties would purchase an aggregate of 65,000 shares of Series D Convertible
Preferred Stock (the "Series D Preferred") of the Issuer at $100 per share.
On March 12, 2004, the Filing Persons purchased an aggregate of 10,000
shares of the Series D Preferred, convertible into 500,000 shares of Issuer's
Common Stock, for an aggregate purchase price of $1,000,000 and affiliates of
the 13D Parties purchased an aggregate of 55,000 shares of the Series D
Preferred for an aggregate purchase price of $5,500,000, in each case pursuant
to the terms of a Stock Purchase Agreement, dated March 10, 2004, by and among
the Issuer, the Filing Persons and affiliates of the 13D Parties. Each share of
the Series D Preferred is convertible at the option of its holder at any time
into one share of Common Stock at a conversion price of $2.00 per share (subject
to adjustment under certain circumstances). The shares of Series D Preferred are
also subject to mandatory conversion into Common Stock under certain
circumstances.
The Series D Preferred entitles each holder thereof to one vote for each
share of Common Stock into which such Series D Preferred is convertible and
dividends at an annual rate of $9.00 per share. Dividends are cumulative, do not
accrue interest and, at the Issuer's option, may be paid in additional shares of
the Series D Preferred.
With respect to dividend rights and rights in the event of liquidation or
dissolution of the Issuer, the Series D preferred ranks senior to the Common
Stock, the Series B Preferred Stock and the Series C Preferred Stock. The Issuer
is prohibited from issuing any capital stock that ranks senior to, or pari passu
with, the Series D Preferred without the consent of the holders of eighty-five
percent (85%) of the outstanding shares of the Series D Preferred.
Upon the liquidation or dissolution of the Issuer, holders of the Series D
Preferred are entitled to receive, prior to any distribution to any other
stockholder, a liquidation amount equal to $100.00 per share (subject to
adjustment under certain circumstances), together with all accrued and unpaid
dividends with respect to such shares.
6
In connection with the purchase of the Series D Preferred, the Issuer, the
Filing Persons and affiliates of the 13D Parties entered into that certain
Investors' Rights Agreement, dated as of March 10, 2004 (the "Series D
Investors" Rights Agreement"), which agreement governs, among other things, the
rights of the purchasers of the Series D Preferred to cause the Issuer to
register under the Securities Act the shares of Common Stock into which their
Series D Preferred is convertible. The Series D Investors' Rights Agreement also
affords the Filing Persons and the 13D Parties (together with their respective
affiliates) certain consent rights with respect to the operation of the Issuer's
business. The Filing Persons and Kayne (together with its affiliates) will each
have the right to designate one director to serve on the Issuer's board of
directors. Millennium (together with its affiliates) will have the right to
designate two directors (one of which must be an independent director) to serve
on the Issuer's board of directors. The Filing Persons and the 13D Parties
(together with their respective affiliates) have agreed to take all actions
necessary to elect such designee to the board of directors of Issuer. The
consent rights and director designation rights described above will terminate if
certain specified Common Stock ownership thresholds are not satisfied.
As a result of certain of the provisions set forth in the Series D
Investors' Rights Agreement, the Filing Persons have formed a "group" with the
13D Parties for purposes of Section 13(d) of the Act and the rules and
regulations promulgated thereunder. Accordingly, each of the Filing Persons may
be deemed to be the beneficial owner of the shares of the Issuer's Common Stock
beneficially owned by the 13D Parties as reported on their respective Schedule
13D or Schedule 13G.
Except as set forth in this Item 4, the Filing Persons have no 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. 4 to Schedule 13D, the Filing
Persons beneficially own 3,282,593 shares (which number does not include the
shares of Common Stock beneficially owned by the 13D Parties, which shares the
Filing Persons expressly disclaim beneficial ownership of), or 16.64% of the
Common Stock.
(b) 3,167,593 shares of the Common Stock of The Sports Club Company are
held in the name of the Living Trust. Mr. and Mrs. Licklider serve as
co-trustees of the Living Trust and thus have equal authority to vote or dispose
of shares. The Filing Persons therefore have shared voting and dispositive power
over all shares held by the Living Trust. 115,000 shares are subject to stock
options granted to Mr. Licklider.
(c) See Item 3.
(d) Not applicable.
(e) Not applicable.
The following information further amends and supplements Item 5:
The stockholdings of the Filing Persons have been adjusted to reflect the
purchase of the Series D Preferred by the Filing Persons and the adjustment in
the present conversion rate of the Series C Preferred from $3.00 to $2.8871.
7
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
The following information amends and restates Item 6.
On June 12, 2003, the Issuer replaced its credit facility with Comerica
Bank - California with a new $20.0 million promissory note payable to Orange
County's Credit Union. The note is guaranteed by Rex A. Licklider and D. Michael
Talla. Pursuant to an Indemnification and Guaranty Agreement dated as of
December 1, 2003, by and among the Issuer, Irvine Sports Club, Inc. (a wholly
owned subsidiary of Issuer), Rex A. Licklider and D. Michael Talla with respect
to the note, the Issuer agreed to pay Messrs. Licklider and Talla in
consideration of their provision of such guaranty a fee equal to three percent
(3%) of their pro rata portion of the average outstanding principal balance of
the loan for each defined three-month period. Such fees may be paid by the
Issuer in cash or Common Stock. As previously reported, the Filing Persons have
received 28,509 shares of Common Stock in payment of the guaranty fee due
September 31, 2003. Additional shares of Common Stock may be issued to the
Filing Persons pursuant to the terms of this agreement.
Other than the Indemnity and Guaranty Agreement, the Series C Preferred
Stock Purchase Agreement and the Investors' Rights Agreement entered into in
connection with a prior purchase of the Issuer's Series C Convertible Preferred
Stock, the Letter Agreement joined by Mr. Licklider in connection with the
purchase by Millennium of the Issuer's Common Stock, the Series D Preferred
Stock Purchase Agreement and the Series D Investors' Rights Agreement, the
Filing Persons do not have any contract, arrangement, understanding or
relationship (legal or otherwise) with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit A Agreement regarding the Joint Filing of Schedule 13D.*
Exhibit B Certificate of Designation of Series C Convertible Preferred
Stock of The Sports Club Company, Inc., incorporated by reference to
Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed with the
Commission on September 9, 2002.
Exhibit C Preferred Stock Purchase Agreement entered into as of September
6, 2002 by and among The Sports Club Company, Inc., MDP Ventures II
LLC, Rex A. Licklider as Trustee of the Licklider Living Trust and D.
Michael Talla, Trustee of the Talla Family Irrevocable Trust,
incorporated herein by reference to Exhibit 99.3 to the Issuer's
Current Report on Form 8-K filed with the Commission on September 9,
2002.
Exhibit D Investors' Rights Agreement entered into as of September 6, 2002
by and among The Sports Club Company, Inc., MDP Ventures II LLC, Rex
A. Licklider as Trustee of the Licklider Living Trust, and D. Michael
Talla, Trustee of the Talla Family Irrevocable Trust, incorporated
herein by reference to Exhibit 99.2 to the Issuer's Current Report on
Form 8-K filed with the Commission on September 9, 2002.
Exhibit E Indemnity and Guaranty Agreement entered into as of December 1,
2003 by and among The Sports Club Company, Inc., and Irvine Sports
Club, Inc. for the benefit of Rex A. Licklider and D. Michael Talla *
8
Exhibit F Letter Agreement between Millennium Entertainment Partners, L.P.,
and The Sports Club Company, Inc. joined in by D. Michael Talla and
Rex A. Licklider, dated as of March 13, 1997, incorporated herein by
reference to Exhibit 10.92 to the Issuer's Annual Report on Form 10-K
filed with the Commission on March 31, 1997.
Exhibit G Certificate of Designation of Series D Convertible Preferred
Stock of The Sports Club Company, Inc., incorporated by reference to
Exhibit 99.3 to the Issuer's Current Report on Form 8-K filed with the
Commission on March 18, 2004.
Exhibit H Investors' Rights Agreement entered into as of March 12, 2004 by
and among The Sports Club Company, Inc., MDP Ventures II LLC, Rex A.
Licklider as Trustee of the Licklider Living Trust, ARBCO Associates,
L.P., Kayne Anderson Non-Traditional Investments, L.P. and Kayne
Anderson Select Investments A, L.P., incorporated herein by reference
to Exhibit 99.4 to the Issuer's Current Report on Form 8-K filed with
the Commission on March 18, 2004.
Exhibit I Preferred Stock Purchase Agreement entered into as of March 12,
2004 by and among The Sports Club Company, Inc., MDP Ventures II LLC,
Rex A. Licklider as Trustee of the Licklider Living Trust, ARBCO
Associates, L.P., Kayne Anderson Non-Traditional Investments, L.P. and
Kayne Anderson Select Investments A, L.P., incorporated herein by
reference to Exhibit 99.5 to the Issuer's Current Report on Form 8-K
filed with the Commission on March 18, 2004.
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 parties.
Dated: March 18, 2004 /s/ Rex A. Licklider
-------------------------------
Rex A. Licklider
Dated: March 18, 2004 /s/ Judith Ann Deemer
-------------------------------
Judith Ann Deemer
Dated: March 18, 2004 /s/ Rex A. Licklider
-------------------------------
Licklider Living Trust
By: Rex A. Licklider
9