UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE SPORTS CLUB COMPANY, INC.
-----------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(TITLE OF CLASS OF SECURITIES)
84917P10
--------
(CUSIP NUMBER)
JOSEPH P. BARTLETT, ESQ.
GREENBERG GLUSKER FIELDS CLAMAN MACHTINGER & KINSELLA, LLP
1900 AVENUE OF THE STARS, SUITE 2100
LOS ANGELES, CA 90067
(310) 201-7481
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
DECEMBER 12, 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) Name of Filing Person
S.S. or I.R.S. Identification No. of Above Person
Les E. Lederer
(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
1,225,900
Number of Shares (8) Shared Voting Power
Beneficially Owned 217,800
by Each Reporting
Person With (9) Sole Dispositive Power
1,225,900
(10) Shared Dispositive Power
217,800
(11) Aggregate Amount Beneficially Owned by Each Filing Person
1,443,700
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
7.6%(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, as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004.
Item 1. Security and Issuer
Issues: The Sports Club Company, Inc.
Security: Common Stock, par value $0.01 per share
Item 2. Identity and Background
(a) This Statement is being filed by Les E. Lederer (the "Filing
Person").
(b) The Filing Person's business address is 1990 Westwood Blvd., Third
Floor, Los Angeles, California 90025.
(c) Attorney.
(d) The Filing Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Filing Person has 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) The Filing Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
All shares were purchased using personal funds.
Since May 1, 2005, the Filing Person has purchased the following shares
in brokered transactions on the American Stock Exchange and on the NASDAQ
market:
Date Number of Shares Price Per Share
---- ---------------- ---------------
09/15/2005 8,800 $1.300
09/28/2005 4,200 $1.300
11/01/2005 5,000 $.7500
11/08/2005 5,000 $.7500
11/09/2005 15,000 $.7000
11/14/2005 25,000 $.4900
11/18/2005 15,000 $.5000
11/25/2005 5,000 $.5500
11/30/2005 25,000 $.6000
12/09/2005 12,500 $.7190
12/12/2005 28,900 $.7200
12/16/2005 5,000 $.7000
12/16/2005 10,000 $.7200
12/20/2005 50,000 $.7185
12/21/2005 36,500 $.7045
12/22/2005 93,000 $.7085
12/23/2005 27,500 $.7000
12/28/2005 75,000 $.7099
01/05/2006 10,000 $.7100
01/06/2006 100,000 $.7100
01/17/2006 52,500 $.7119
01/20/2006 5,000 $.7100
01/26/2006 10,000 $.7100
623,900
Item 4. Purpose of Transaction
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. 5 to Schedule 13D, the Filing
Person beneficially owns 1,443,700 shares of Common Stock.
(b) The Filing Person shares voting and dispositive power over 217,800
shares of Common Stock with the LCP Trust, whose beneficiaries and trustees are
the Filing Person and his spouse, Joyce E. Lederer, and has sole voting and
dispositive power over 1,225,900 shares of Common Stock owned by the Filing
Person and by LSP Trust, whose sole trustee and beneficiary is the Filing
Person. The address of Joyce E. Lederer and each trust is 1990 Westwood Blvd.,
3rd Floor, Los Angeles, California, 90025. None of Joyce E. Lederer and the
trusts (a) have, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); and (b) have,
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. Ms.
Lederer is a citizen of the United States, and each trust is organized under the
laws of the State of California.
(c) See Item 3.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
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 2, 2006 /s/ Les E. Lederer
--------------------------------
Les E. Lederer