SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 25, 2003
THE SPORTS CLUB COMPANY, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13290 95-4479735
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(Commission File Number) (IRS Employer Identification Number)
11100 Santa Monica Boulevard, Suite 300
Los Angeles, California 90025
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(Address of Principal Executive Offices)
Registrant's telephone number, including area
code: 310-479-5200
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Index of Exhibits on Page 3
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Item 5. Other Events and Regulation FD Disclosure
On November 25, 2003, the Special Committee of the Board of Directors (the
"Special Committee") which was created to address any "going private" proposal
in which one or more of the Principal Shareholders might participate (the
"Proposed Transaction"), approved an amendment (the "Amendment") to the
Company's Rights Agreement adopted on September 29, 1998, as amended by (a)
First Amendment to Rights Agreement dated as of February 18, 1999, (b) Second
Amendment to Rights Agreement dated as of July 2, 1999, (c) Third Amendment to
Rights Agreement dated as of April 27, 2000, (d) Fourth Amendment to Rights
Agreement dated as of June 27, 2001, (e) Fifth Amendment to Rights Agreement
dated as of September 6, 2002, (f) Sixth Amendment to Rights Agreement dated as
of March 5, 2003, (g) Seventh Amendment to Rights Agreement dated as of April
14, 2003, (h) Eighth Amendment to Rights Agreement dated as of May 30, 2003, (i)
Ninth Amendment to Rights Agreement dated as of July 30, 2003, and (j) Tenth
Amendment to Rights Agreement dated as of September 30, 2003 (as so amended, the
"Rights Agreement"). The Amendment provides that until February 29, 2004, the
Rights Plan will not be triggered as a result of any non-binding negotiations or
understandings between and among the Principal Shareholders (as defined in the
Amendment as "certain of Millennium Entertainment Partners, L.P., D. Michael
Talla, Rex A. Licklider and Kayne Anderson Capital Advisors, and their
respective Affiliates") regarding the Proposed Transaction or any modification
thereof (even if such modified transaction does not result in a "going private"
transaction), so long as such negotiations or understandings relate to a
transaction that has been, or is intended to be, proposed to the Special
Committee.
All statements in this report other than statements of historical fact are
forward looking statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in this report. The forward looking statements speak only
as of the date of this report, and the Company expressly disclaims any
obligation to release publicly any update or revision to any forward looking
statement contained herein if there are changes in the Company's expectations or
in any events, conditions or circumstances on which any such forward looking
statement is based.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
Not Applicable
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(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
99.1 Eleventh Amendment to Rights Agreement entered into as of November 25,
2003, between the Registrant and American Stock Transfer & Trust Company.
[Remainder of Page Intentionally Left Blank]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: December 3, 2003 THE SPORTS CLUB COMPANY, INC.
By: /s/ Timothy M. O'Brien
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Timothy M. O'Brien
Chief Financial Officer
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EXHIBIT 99.1
ELEVENTH AMENDMENT TO RIGHTS AGREEMENT
DATED AS OF OCTOBER 6, 1998
This Eleventh Amendment (the "Eleventh Amendment") to Rights Agreement is
made and entered into as of November 25, 2003, and amends that certain agreement
entered into by and between The Sports Club Company, Inc., a Delaware
corporation (the "Company"), and American Stock Transfer & Company, a New York
corporation (the "Rights Agent"), dated as of October 6, 1998, as amended by (a)
First Amendment to Rights Agreement dated as of February 18, 1999, (b) Second
Amendment to Rights Agreement dated as of July 2, 1999, (c) Third Amendment to
Rights Agreement dated as of April 27, 2000, (d) Fourth Amendment to Rights
Agreement dated as of June 27, 2001, (e) Fifth Amendment to Rights Agreement
dated as of September 6, 2002, (f) Sixth Amendment to Rights Agreement dated as
of March 5, 2003, (g) Seventh Amendment to the Rights Agreement dated as of
April 14, 2003, (h) Eighth Amendment to the Rights Agreement dated as of May 30,
2003; (i) Ninth Amendment to the Rights Agreement dated as of July 30, 2003; and
(j) Tenth Amendment to the Rights Agreement dated as of September 29, 2003 (as
so amended, the "Rights Agreement"). Capitalized terms used but not defined
herein shall have the meanings given to them in the Rights Agreement.
R E C I T A L S
WHEREAS, on September 29, 1998, the Board of Directors of the Company (the
"Board") authorized and declared a dividend of one preferred share purchase
right for each Common Share of the Company outstanding on October 6, 1998, each
Right representing the right to purchase one five-hundredth of a Preferred Share
upon the terms and subject to the conditions set forth in the Rights Agreement,
and further authorized and directed the issuance of one Right with respect to
each Common Share that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date and the Expiration Date;
WHEREAS, the Company and the Rights Agent entered into the Rights Agreement
as of October 6, 1998, and thereafter amended said Agreement on the dates set
forth in the first paragraph of this Eleventh Amendment;
WHEREAS, on December 10, 2002, the Board approved the creation of a special
committee thereof (the "Special Committee") to investigate various strategic
alternatives for the Company, including the possibility of a "going private"
transaction in which certain of Millennium Entertainment Partners, L.P., D.
Michael Talla, Rex A. Licklider and Kayne Anderson Capital Advisors, and their
respective Affiliates (collectively, the "Principal Shareholders") would
participate (the "Proposed Transaction");
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WHEREAS, the Principal Shareholders entered into a "Term Sheet for Proposed
Funding for The Sports Club Company, Inc. Transaction" (the "Term Sheet") with
Palisade Concentrated Equity Partnership, L.P. on March 31, 2003, the public
announcement of which on April 3, 2003 may have constituted a 28% Ownership
Date;
WHEREAS, the Principal Stockholders entered into an "Amended and Restated
Term Sheet for Proposed Funding for The Sports Club Company, Inc. Transaction
Dated as of April 9, 2003 (amending and restating that certain Term Sheet dated
as of March 31, 2003)" (the "Amended Term Sheet");
WHEREAS, the Committee has determined that it is in the best interests of
the Company and its stockholders to amend the Rights Agreement as set forth
herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the recitals, and the mutual covenants
and agreements hereinafter set forth, the parties hereto hereby amend the Rights
Agreement as follows:
1. The definitions of "Beneficial Owner" and "Beneficially Owned" set forth
in Section 1 of the Rights Agreement are hereby amended by deleting the existing
proviso immediately following the semi-colon set forth in clause (iv) thereof
and by adding the following proviso:
provided, however, that from March 5, 2003 until February 29, 2004, no
securities shall be deemed to be beneficially owned by any person solely
pursuant to this clause (iv) in connection with (a) any non-binding arrangement
or understanding with respect to the securities of the Company owned by the
Principal Shareholders, as defined in the recitals to the Eleventh Amendment,
that results from discussions or negotiations regarding the Proposed Transaction
or any modification thereof, whether or not such modified transaction
constitutes a "going private" transaction, as long as such arrangement or
understanding relates to a transaction that is intended to be proposed to the
Special Committee or the Board, or (b) the Term Sheet or Amended Term Sheet,
including any amendments or changes thereto, so long as the amendments or
changes are approved, in advance of their adoption, by the Special Committee or
the Board;
2. No Other Changes. Except as expressly set forth in this Amendment, the
terms of the Rights Agreement shall continue in full force and effect in
accordance with its terms.
3. Miscellaneous. This Amendment (together with the Rights Agreement)
represents the entire agreement and understanding between the parties hereto
with respect to this Amendment and supersedes all prior and contemporaneous
written and oral negotiations, discussions and agreements; shall be binding on,
and inure to the benefit of, the parties hereto and their respective successors,
assigns and legal representatives; and may be executed in counterparts, each of
which shall be deemed an
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original but all of which shall constitute one and the same agreement. Paragraph
headings appearing in this Amendment are for the convenience of the parties and
shall not be considered in interpreting or construing any term or provision
hereof.
[Balance of Page Intentionally Left Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first written above.
Company:
THE SPORTS CLUB COMPANY, INC.
Attest:
/s/ Lois Barberio By: /s/ Timothy O'Brien
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Name: Lois Barberio Name: Timothy O'Brien
Title: Secretary Title: Chief Financial Officer
Trustee:
AMERICAN STOCK TRANSFER AND
TRUST COMPANY
Attest:
/s/ Susan Silber By: /s/ Herbert J. Lemmer
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Name: Susan Silber Name: Herbert J. Lemmer
Title: Assistant Secretary Title: Vice President
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