UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 5
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)
February 8, 2005
(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) / /
(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 3,344,809
by Each Reporting
Person With (9) Sole Dispositive Power
115,000
(10) Shared Dispositive Power
3,344,809
(11) Aggregate Amount Beneficially Owned by Each Filing Person
3,459,809
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
17.06%(1)
(14) Type of Filing Person (See Instructions)
IN
--------
(1) Based on (a) 18,977,638 shares of Common Stock, par value $0.01 per
share, of The Sports Club Company, Inc., a Delaware corporation (the
"Issuer"), outstanding at November 19, 2004, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September
30, 2004; (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) / /
(B) /X/
(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 3,344,809
by Each Reporting
Person With (9) Sole Dispositive Power
0
(10) Shared Dispositive Power
3,344,809
(11) Aggregate Amount Beneficially Owned by Each Filing Person
3,459,809
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
17.06%(1)
(14) Type of Filing Person (See Instructions)
IN
--------
(1) Based on (a) 18,977,638 shares of Common Stock, par value $0.01 per
share, of The Sports Club Company, Inc., a Delaware corporation (the
"Issuer"), outstanding at November 19, 2004, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September
30, 2004; (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, as amended
and restated as of April 26, 1994
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) / /
(B) /X/
(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 3,344,809
by Each Reporting
Person With (9) Sole Dispositive Power
0
(10) Shared Dispositive Power
3,344,809
(11) Aggregate Amount Beneficially Owned by Each Filing Person
3,459,809
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
17.06%(1)
(14) Type of Filing Person (See Instructions)
IN
--------
(1) Based on (a) 18,977,638 shares of Common Stock, par value $0.01 per
share, of The Sports Club Company, Inc., a Delaware corporation (the
"Issuer"), outstanding at November 19, 2004, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September
30, 2004; (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, as amended and restated April 26, 1994(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:
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.
As of the date hereof, the Filing Persons were issued the
following shares as compensation for their guarantee of certain
loans to the Issuer:
Date Number of Shares
---- ----------------
May 20, 2004 80,269
November 15, 2004 96,947
5
Item 4. Purpose of Transaction
The following information amends and supplements Item 4.
On February 8, 2005, Issuer and Millennium Development
Partners VIII LLC ("Millennium") entered into a non-binding letter
of intent (the "LOI") under which Millennium, or an affiliate,
would acquire six of Issuer's nine sports and fitness complexes.
The Clubs to be sold include Issuer's three Clubs in New York City
(Reebok-Sports Club/NY, The Sports Club/LA - Rockefeller Center and
The Sports Club/LA - Upper East Side) and single Clubs in each of
Boston, Massachusetts, Washington, D.C. and San Francisco,
California. In addition, Issuer will assign the management
agreement for its Club in Miami, Florida to Millennium, or one of
its affiliates.
The LOI further contemplates that Filing Persons, together
with certain of the Issuer's other stockholders (the "LOI Parties")
(collectively, Filing Persons and LOI Parties are referred to as
the "Principal Stockholders") would contribute to a newly formed
corporation ("NewCo") all shares of Common and/or preferred stock
beneficially owned by the Principal Stockholders in exchange for
common and/or preferred stock of NewCo. NewCo would then be merged
with and into Issuer, with each public stockholder (other than the
Principal Stockholders) receiving $2.00 per share for each share of
Common Stock of Issuer held by them. Upon consummation of the
described transactions Issuer would continue as the surviving
corporation.
The LOI is non-binding and the transactions contemplated
thereby are subject to a number of conditions, including
satisfactory completion of due diligence investigations by certain
of the LOI Parties, the negotiation and execution of definitive
agreements, the receipt of Issuer's fairness opinion with respect
to certain of the transactions contemplated by the LOI, the
approval of the transactions contemplated by the LOI by Issuer's
Board of Directors and stockholders, and the receipt of consents to
the transfer of certain leases.
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
The following information amends and restates Item 5.
(a) As of the date of this Amendment No. 5 to Schedule 13D,
the Filing Persons beneficially own 3,459,809 shares (which number
does not include the shares of Common Stock beneficially owned by
the LOI Parties, which shares the Filing Persons expressly disclaim
beneficial ownership of), or 17.06% of the Common Stock.
(b) 3,344,809 shares of the Common Stock of Issuer 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.
6
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
The following information amends and supplements 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. Since January 2004, the Filing
Persons have received in the aggregate 205,725 shares of Common
Stock in payment of the guaranty fees due through the third quarter
of 2004. 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 the prior reported
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 entered into in connection with the prior reported
purchase of the Issuer's Series D Convertible Preferred Stock, 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.
--------------------------------
* Previously filed.
7
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 *
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: February 25, 2005 /s/ Rex A. Licklider
---------------------------------
Rex A. Licklider
Dated: February 25, 2005 /s/ Judith Ann Deemer
---------------------------------
Judith Ann Deemer
Dated: February 25, 2005 /s/ Rex A. Licklider
---------------------------------
Licklider Living Trust
By: Rex A. Licklider
8