Sports Club Co Inc – ‘S-3’ on 10/22/97

As of:  Wednesday, 10/22/97   ·   Accession #:  950148-97-2601   ·   File #:  333-38459

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         15     87K 
                          Pursuant to a Transaction                              
 2: EX-5.1      Opinion re: Legality                                   1      7K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 

S-3   —   Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

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        As filed with the Securities and Exchange Commission on October 22, 1997
                                                   Registration No. ____________
 -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------

FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------------

 THE SPORTS CLUB COMPANY, INC.
 ---------------------------------------------
(Exact name of registrant as specified in its charter)

    Delaware                                            95-4479735
----------------------------                               ----------------   
(State or other jurisdiction of                             (I.R.S. employer    
incorporation or organization)                             identification no.)  

 11100 Santa Monica Blvd., Suite 300
 Los Angeles, California 90025
310-479-5200
 -------------------------------------------------------------------
 (Address, including zip code, and telephone number, including
 area code, of registrant's principal executive offices)

D. Michael Talla
 Chairman of the Board
 The Sports Club Company, Inc.
 11100 Santa Monica Blvd., Suite 300
 Los Angeles, California 90025
310-479-5200
 ---------------------------------------------------
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Joseph P. Bartlett, Esq.
 Kinsella Boesch Fujikawa & Towle, LLP
 1901 Avenue of the Stars, 7th Floor
 Los Angeles, California 90067
(310) 201-2017

      Approximate date of commencement of proposed sale to the public: From time
to time after the effectiveness of this registration statement.                 

If the only securities being registered on this Form are being offered pursuant 
to dividend or interest reinvestment plans, please check the following box. [ ] 

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective       
registration statement for the same offering. [ ] __                            

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. [ ] __                                                   

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box. [ ]                                             

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]


==========================================================================================================
                                                   Proposed Maximum   Proposed Maximum     Amount of      
     Title of each class of          Amount to be   Offering Price   Aggregate Offering   Registration    
   Securities to be registered        registered     Per Share(1)         Price(1)           Fee(1)       
----------------------------------------------------------------------------------------------------------
                                                                                                          
Common Stock, $ .01 par value                                                                             
per share                             2,395,621       $ 8.5625          $20,512,504.81     $   6,215.91   
==========================================================================================================


(1) Estimated solely for purposes of computing the amount of the registration   
fee pursuant to Rule 457 under the Securities Act.                              

    The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933, as amended, or until the Registration Statement     
shall become effective on such date as the Commission, acting pursuant to said  
Section 8(a), may determine.                                                    

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 SUBJECT TO COMPLETION DATED, OCTOBER 22, 1997

PROSPECTUS                       2,395,621 SHARES                               
----------                                                                      

 THE SPORTS CLUB COMPANY, INC.

COMMON STOCK
 (PAR VALUE $0.01 PER SHARE)

This Prospectus is being used in connection with the offering (the  
"Offering"), from time to time, by Millennium Partners LLC, Millennium          
Entertainment Partners, LP and Green Valley Investment Company, Inc. (the       
"Selling Shareholders"), of up to 2,395,621 shares (the "Shares") of Common     
Stock, par value $.01 per share (the "Common Stock"), of The Sports Club        
Company, Inc. (the "Company"). The Company will not receive any of the proceeds 
from the sale of the Shares by the Selling Shareholders. All expenses of        
registration incurred in connection with the Offering are being borne by the    
Company, but all selling and other expenses incurred by the Selling Shareholders
in connection with the sale of the Shares will be borne by the Selling          
Shareholders. The Company is not aware of any underwriting arrangements with    
respect to the sale by the Selling Shareholders of any of the Shares.           

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
 SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES
 COMMISSION, NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
 OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
 IS A CRIMINAL
OFFENSE.

     THE COMMON STOCK OFFERED HEREBY IS SUBJECT TO CERTAIN MATERIAL RISKS.
SEE "RISK FACTORS" AT PAGES 4 THROUGH 6 OF THIS PROSPECTUS.                     

   The issued and outstanding Common Stock of the Company is listed on the
American Stock Exchange ("ASE"). On October 20, 1997, the closing price of the  
Common Stock on the ASE was $8-9/16 per Share. The Shares may be offered by or  
for the account of the Selling Shareholders, from time to time, on the ASE or on
any stock exchange on which the Shares may be listed at the time of sale, in    
negotiated or at-market transactions (including block transactions), or through 
a combination of such methods of sale, at fixed prices which may be changed, at 
market prices prevailing at the time of sale or related to such prevailing      
market prices, or at negotiated prices. The Selling Shareholders may effect such
transactions by selling Shares to or through broker-dealers who may receive     
compensation in the form of discounts, concessions, or commissions from the     
Selling Shareholders or the purchaser of Shares for whom such broker-dealers may
act as agent or to whom they sell as principal, or both. Such compensation as to
a particular broker-dealer might be in excess of customary commissions. Any     
broker-dealer acquiring Shares from the Selling Shareholders may sell such      
shares in its normal market making activities, through other brokers as a       
principal or agent, in negotiated or at market transactions, or through a       
combination of such methods. See "Selling Shareholders" and "Plan of            
Distribution."                                                                  

The date of this Prospectus is October 22, 1997.

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 AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance       
therewith, files reports, proxy statements, and other information with the      
Securities and Exchange Commission (the "Commission"). Such reports, proxy      
statements, and other information can be inspected and copied at the public     
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,    
Washington, D.C. 20549, and at the following Regional Offices: the Northeast    
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048,
and the Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. They may also be obtained by written request
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,  
Washington, D.C. 20549. The registrant's Common Stock, par value $0.01 per      
share, is listed on the American Stock Exchange and the registrant's reports,   
proxy statements and other information can be inspected at the American Stock   
Exchange, or at the Company's main office at 11100 Santa Monica Boulevard, Suite
300, Los Angeles, California, 90025. The Commission also maintains a site on the
World Wide Web that contains reports, proxy and information statements and other
information regarding the Company. The address for such site is                 
http://www.sec.gov.                                                             

A registration statement, together with all amendments, exhibits and
documents incorporated therein by reference (the "Registration Statement"), has 
been filed with the Securities and Exchange Commission (the "Commission"),      
Washington, D.C., under the Securities Act of 1933, as amended (the "Securities 
Act"), with respect to the Shares offered by this Prospectus. This Prospectus   
does not contain all the information set forth in the registration statement,   
certain parts of which are omitted in accordance with the rules and regulations 
of the Commission. Statements in this Prospectus as to the contents of exhibits 
are not necessarily complete, and each statement is qualified in all respects by
reference to the copies of documents filed or incorporated by reference as      
exhibits to the registration statement or otherwise filed with the Commission.  

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   The following documents (or parts thereof) filed with the Commission by
the Company are incorporated by reference in this Prospectus:                   

      (a) The Company's Annual Report on Form 10-K and Form 10-KA for the fiscal
year ended December 31, 1996.                                                   

   (b) The Company's Quarterly Reports on Form 10-Q and Form 10-QA for the
quarters ended March 31, 1997, June 30, 1997, and September 30, 1997.           

      (c) The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A, declared effective by the Commission on     
October 13, 1994.                                                               

    All documents filed by the Company pursuant to Sections 13(a), 13(c), or
15(d) of the Exchange Act after the date of this Prospectus and prior to the    
filing of a post-effective amendment, indicating that all of the Shares offered 
hereby have been sold, or deregistering all of the Shares that, at the time of  
such post-effective amendment, remain unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing 
of such documents. Any statement contained herein, or in a document all or a    
portion of which is incorporated or deemed to be incorporated by reference      
herein, shall be deemed to be modified or superseded for purposes of this       
Prospectus to the extent that a statement contained herein or in any other      
subsequently filed document which also is or is deemed to be incorporated by    
reference herein modifies or supersedes such statement. Any statement so        
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.                                        

   Upon the written or oral request of each person, to whom a copy of this
Prospectus is delivered, the Company shall furnish to such person, without      
charge, copies of any or all of the documents which are incorporated by         
reference herein (other than exhibits to such documents, unless such exhibits   
are specifically incorporated by reference into such documents). Written or     
telephone requests for such documents should be directed to Investor            

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Relations, The Sports Club Company, Inc, 11100 Santa Monica Boulevard, Suite    
300, Los Angeles, California, 90025 telephone (310) 479-5200.                   

FORWARD LOOKING STATEMENTS

The discussions set forth in this Prospectus and in the documents   
incorporated by reference herein contain forward-looking statements relating to 
the future operations of the Company, the adequacy of the Company's cash for its
anticipated requirements, and other matters. These forward-looking statements   
are based on a series of projections and assumptions regarding the economy,     
other statements which are not historical facts, the Company's operations and   
the sports and fitness industry in general. These projections and assumptions   
involve certain risks and uncertainties that could cause actual results to      
differ materially from those included in the forward-looking statement.         
Furthermore, actual results may differ from projected results as a result of    
unforeseen developments relating to demand for the Company's services and       
competitive pricing trends in the health and fitness market; increased expenses;
the success of planned advertising, marketing and promotional campaigns; changes
in personnel or compensation; business interruptions resulting from earthquakes,
landlord disputes or other causes; general market acceptance of new and existing
Clubs operated by the Company; changes in membership growth patterns; the       
success of new products; and regulatory or legal proceedings and rulings which  
might adversely affect the Company. Investors are also directed to consider     
other risk and uncertainties discussed in all documents filed by the Company    
with the SEC. The Company expressly disclaims any obligation to update any      
forward-looking statements as a result of developments after the date hereof.   

 THE COMPANY

     The Sports Club Company, Inc. (the "Company") operates sports and fitness
clubs ("Clubs"), primarily under the "The Sports Club," and the "Spectrum Club" 
names, and is actively seeking to acquire or develop, own and operate additional
Clubs. The Company currently owns interests in ten Clubs. Eight of the Clubs are
located in Southern California. In addition, the Company has numerous Clubs in  
different stages of development, including Clubs in Washington D.C., San        
Francisco, California, Boston, Massachusetts and Thousand Oaks, California. As  
of September 30, 1997, there were approximately 56,296 members at all Clubs.    

    The Company operates two types of Clubs, differentiated primarily by the
level of amenities and services provided, diversity of facilities available and 
fees charged for services. The Sports Clubs have been developed as "urban       
country clubs" offering a full range of services and amenities, and are marketed
primarily to affluent, health conscious individuals. The Spectrum Clubs are     
designed as smaller-scale Sports Clubs. The marketing focus of the Spectrum     
Clubs is directed primarily to professionals and the range of services and      
fitness options offered at these Clubs is more limited than at The Sports Clubs.
Clubs operated under names other than The Sports Club and the Spectrum Club will
generally offer a range of services comparable to either The Sports Clubs or the
Spectrum Clubs.                                                                 

      The Company's strategy is to respond to the public's demand for facilities
offering a wide variety of sports, fitness and social activities. The Company's 
primary objectives are to develop and acquire multi-amenity facilities          
complementary to existing Clubs and to develop and implement new programs at    
existing Clubs to maintain and expand membership. The Company believes that     
significant opportunities exist for the Company to acquire and operate          
multi-amenity sports and fitness clubs.                                         

  The Company intends to expand further The Sports Club name and concept
through the development of new facilities or the acquisition and conversion of  
existing facilities in selected metropolitan areas where a sufficient potential 
membership base exists to support a 100,000 square foot or larger facility. To  
expand further the Spectrum Club name and concept, the Company expects to       
develop and acquire suitable facilities located in or adjacent to metropolitan  
areas either near a Sports Club or in areas where the potential membership base 
is significant but will not support a Sports Club facility. The Company intends 
to develop and acquire clubs in locations which are in or adjacent to large     
metropolitan areas both within and outside of California.                       

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The Company was organized in Delaware in January 1994. Its executive
officers are located at 11100 Santa Monica Boulevard, Suite 300, Los Angeles,   
California 90025, and its telephone number is 310-479-5200.                     

RISK FACTORS

    Prospective investors should consider, among other things, the following
factors in connection with a decision to purchase the Common Stock offered      
hereby:                                                                         

ATTRACTION AND RETENTION OF MEMBERS                                             

  The Company's profitability is dependent on its ability to attract and
maintain its membership levels at its Clubs, and there can be no assurance that 
it will be successful in these efforts, or that the membership levels at one or 
more of its Clubs will not decline. There are numerous factors that could lead  
to a decline in membership levels or that could prevent the Company from        
increasing its membership at newer Clubs (at which membership is generally not  
yet at a mature level), including the public image of the Clubs, the ability of 
the Clubs to deliver quality service at a competitive cost, the presence of     
direct and indirect competition in the areas in which the Clubs are located, the
public's interest in sports and fitness clubs and general economic conditions.  
As a result of these factors, there can be no assurance that the Clubs'         
membership levels will be adequate to maintain or permit the expansion of their 
operations.                                                                     

DEVELOPMENT AND ACQUISITION OF ADDITIONAL CLUBS; RISKS OF CONSTRUCTION DELAYS   

  The Company is actively seeking to acquire or develop, own and operate
additional clubs under the Spectrum Club, The Sports Club and other names in    
selected locations in and adjacent to large metropolitan areas both within and  
outside the state of California. A primary component of the Company's strategy  
is to expand Club operations to other geographical locations outside of Southern
California. The successful development and acquisition of new Clubs will depend 
on various factors, including the availability of suitable sites for Clubs, the 
ability of the Company to successfully negotiate satisfactory lease and other   
contracts for new Clubs and to meet construction schedules and budgets, the     
degree to which potential members outside of Southern California are receptive  
to the types of clubs operated by the Company, and the extent to which new Clubs
otherwise perform in accordance with expectations. As a result of the foregoing,
there can be no assurance that the Company will be able to develop or otherwise 
acquire sports and fitness facilities in areas into which it wishes to expand,  
or that any such expansion will be profitable for the Company.                  

NEED FOR ADDITIONAL FINANCING                                                   

      Expansion of the Company's sports and fitness club operations will require
substantial amounts of capital. The availability of additional financing may    
affect the Company's ability to develop or acquire new Clubs. To finance        
expansion, the Company may use existing credit facilities, seek additional      
borrowings, and may seek further equity investments. The Company will also      
consider entering into joint venture and partnership agreements for the purpose 
of developing new clubs. There can be no assurance that funds for such          
expansion, whether from equity or debt financings or other sources, will be     
available or, if available, will be on terms satisfactory to the Company. The   
Company's future growth may be limited if it is unable to complete either the   
development or acquisition of new clubs due to a lack of available funds.       

DEPENDENCE ON SINGLE GEOGRAPHIC AREA; ECONOMIC DIFFICULTIES IN SOUTHERN         
CALIFORNIA; RISK OF UNINSURED LOSS                                              

     Although the Company is in the process of developing Clubs in other areas
currently all operating Clubs other than the Reebok-Sports Club/NY and the Green
Valley Athletic Club are located in Southern California and thus the performance
of the Company will be particularly influenced by developments in this market   
area. Further, the Northridge, California earthquake in January 1994, which     
caused extensive damage to The Sports Club/LA, underscores the risks arising    
from having most of the Clubs situated within Southern California. All of the   
Clubs maintain comprehensive casualty, liability and business interruption      
insurance and all Clubs located in California maintain earthquake insurance. The
Company believes that its insurance coverage is in accordance with industry     

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standards. There are, however, certain types of losses which may be either      
uninsurable or not economically insurable. Accordingly, there can be no         
assurance that any insurance proceeds will adequately compensate for all        
economic consequences of an earthquake or other event. Should an uninsured loss 
occur, the Company could lose both its invested capital in a particular Club or 
Clubs and its anticipated profits from such Club or Clubs. Such events thus     
could materially adversely affect the Company and its operations.               

RISKS INVOLVED IN DEVELOPMENT ACTIVITIES THROUGH PARTNERSHIPS AND JOINT VENTURES

   The Company owns interests in the Spectrum Club/Manhattan Beach and the
Reebok-Sports Club/NY in partnership with other investors, and may enter into   
similar partnership or joint venture arrangements in the future. Partnership and
joint venture developments may, under certain circumstances, present certain    
risks to the Company, including the possibility that the Company's partners or  
co-venturers might become bankrupt and that such partners or co-venturers might 
have economic or other business interests or objectives that are inconsistent   
with the Company's interests or objectives. Such partners or co-venturers may   
also be in a position to take actions contrary to the Company's interests and   
objectives and to cause delays or impasses which may prevent the Company from   
implementing business decisions with respect to the partnerships and joint      
ventures. These risks are heightened in Clubs (such as the Spectrum             
Club/Manhattan Beach and the Reebok Sports Club/NY) where the Company's partners
may, under certain circumstances, have the right to assert control over the     
day-to-day operations of the Clubs.                                             

COMPETITION                                                                     

     The sports and fitness industry is highly competitive at the lower end of
the market and less competitive at the higher levels that cater to a more       
affluent membership base. Although the sports and fitness industry is still     
fragmented, certain of the Company's competitors are significantly larger and   
have greater financial and operating resources than the Company. In addition, a 
number of individual and regional operators compete with the Company throughout 
the Company's existing and targeted markets. Many of these clubs attract the    
same types of members targeted by the Spectrum Clubs and The Sports Clubs. The  
Company also competes with recreational facilities established by governments   
and businesses, the YMCA and YWCA, country clubs and weight-reducing salons, as 
well as products and services that can be used in the home. Other entertainment 
and retail businesses also compete with the Company for the discretionary income
of its target market. As the general public becomes increasingly aware of the   
benefits of regular exercise, it is anticipated that additional sports and      
fitness businesses will emerge to compete with established operators like the   
Company, some of which may be larger and have greater financial and operating   
resources than the Company.                                                     

RISKS ASSOCIATED WITH PRICING STRATEGY                                          

   Competitive conditions in certain markets in which the Company operates
may limit the Company's ability to maintain or increase membership pricing      
without a material loss in membership.                                          

HEALTH RISKS                                                                    

   Use of the Company's fitness clubs poses some potential health risks to
members or guests through exertion and use of the Company's services and        
facilities including exercise equipment. There can be no assurance that a claim 
against the Company for death or an injury suffered by members or their guests  
while exercising at a club will not be asserted or that the Company would be    
able to successfully defend any claim that might be asserted. The Company       
currently maintains general liability coverage; however, there can be no        
assurance that the Company will be able to maintain such liability insurance on 
acceptable terms in the future or that such insurance will provide adequate     
coverage against potential claims.                                              

GOVERNMENT REGULATION                                                           

The operations and business practices of the Company are subject to 
regulation at federal, state and, in some cases, local levels. General rules and
regulations of the Federal Trade Commission (the "FTC"), and of state and local 
consumer protection agencies, and state statutes apply to the Company's         
advertising, sales and other trade                                              

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practices, including the sale of memberships and the financing and collection of
membership fees. Although the Company is not aware of any proposed material     
changes in any such statutes, rules or regulations, any changes could have a    
material adverse effect on the Company's financial condition and results of     
operations.                                                                     

ABSENCE OF DIVIDENDS                                                            

    The Company does not anticipate paying any cash dividends on its capital
stock in the foreseeable future. In addition, the Company's ability to pay cash 
dividends is limited by its credit agreements.                                  

DEPENDENCE UPON KEY PERSONNEL AND EXPERIENCED MANAGEMENT                        

 The Company is dependent upon the efforts and skills of its executive
officers, who have substantial experience in the sports and fitness club        
industry. The loss of one or more of such officers could have a material adverse
impact on the Company's operations. In addition, the development and expansion  
of the Company's business will require additional experienced management and    
operations personnel. While the Company believes that it will be able to attract
qualified employees to manage and operate the Company's current and prospective 
Clubs, no assurance can be given that such employees will be available to, or   
can be retained by, the Company.                                                

PRINCIPAL SHAREHOLDERS, OFFICERS AND DIRECTORS HAVE CONTROL; CLASSIFIED BOARD   
MAY DELAY OR PREVENT CORPORATE TAKE-OVER                                        

The Company's principal stockholders, officers, directors and their 
affiliates beneficially own approximately 65.0% of the outstanding shares of the
Common Stock (approximately 66.0% assuming full vesting and exercise of their   
outstanding options to purchase shares of Common Stock under the Company's 1994 
Stock Incentive Plan). As a result, such persons, acting together, have control 
over all matters requiring stockholder approval. The concentration of ownership 
under certain circumstances could have the effect of delaying or preventing a   
change in control of the Company.                                               

CERTAIN ANTI-TAKEOVER CHARTER PROVISIONS AND EFFECTS OF DELAWARE LAW            

    The Company is subject to the anti-takeover provisions of Section 203 of
the Delaware General Corporation Law, which may have the effect of deterring    
hostile takeovers or delaying changes in control of the Company. The Company    
also has a classified Board of Directors such that less than a majority of the  
members of the Board are elected at each annual meeting of stockholders.        
Classified boards may have the effect of delaying, deferring or discouraging    
changes in control of the Company. In addition, the Board of Directors has      
authority to issue up to 1,000,000 shares of Preferred Stock and to fix the     
rights, preferences, privileges and restrictions, including voting rights, of   
these shares without any further vote or action by the stockholders. The rights 
of the holders of Common Stock will be subject to, and may be adversely affected
by, the rights of the holders of any such Preferred Stock that may be issued in 
the future. The issuance of Preferred Stock, while providing desirable          
flexibility in connection with possible acquisitions and other corporate        
purposes, could have the effect of making it more difficult for a third party to
acquire a majority of the outstanding voting stock of the Company, thereby      
delaying, deferring or preventing a change in control of the Company. In        
addition, such Preferred Stock may have other rights, including economic rights,
senior to the Common Stock, and as a result, the issuance thereof could have a  
material adverse effect on the market value of the Common Stock. Furthermore,   
certain provisions of Delaware law could delay or make more difficult a merger, 
tender offer or proxy contest involving the Company.                            

 USE OF PROCEEDS

   The Shares which may be sold under this Prospectus will be sold for the
Selling Shareholders. Accordingly, the Company will not realize any proceeds    
from the sale of the Shares.                                                    

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SELLING SHAREHOLDERS

    The following table sets forth (i) the name of each Selling Shareholder,
(ii) the number of Shares and the percentage owned by each Selling Shareholder, 
(iii) the number of Shares offered for each Selling Shareholder's account, and  
(iv) the number of Shares and the percentage owned by each Selling Shareholder  
after completion of the offering, assuming that all Shares offered pursuant to  
this Prospectus are sold. The Shares to be sold by Green Valley Investment      
Company, Inc. were issued by the Company in connection with the Company's       
acquisition of the Green Valley Athletic Club. The Shares to be sold by         
Millennium Partners LLC and Millennium Entertainment Partners, LP were issued by
the Company in exchange for Millennium Entertainment Partners, LP's interest in 
the Reebok-Sports Club/NY, and $5 million in cash. Apart from such transactions,
none of the Selling Shareholders has held any position or office, or had any    
other material relationship with the Company, within the last three years.      

                                                                [Download Table]


                     Number and                                  Number and  
                     Percentage                                 Percentage of
                      of Shares         Number of Shares        Shares Owned 
Selling              Owned Prior       Offered for Selling      Giving Effect
Shareholder        to Offering(1)     Shareholder's Account      to Offering 
-----------        --------------     ---------------------      ----------- 

                                                                             
Millennium                                                                   
Partners LLC(1)    1,863,532(13.6%)       1,052,631          662,300(4.8%)(1)

Millennium                                                                   
Entertainment                                                                
Partners LLP       1,052,632 (7.7%)       1,052,632                0         

Green Valley                                                                 
Investment                                                                   
Company, Inc.      290,358 (2.1%)           290,358                0         


------------                                                                    
(1) Includes 662,300 shares owned of record by Millennium Development Partners, 
L.P.                                                                    

PLAN OF DISTRIBUTION

     The sales of the Shares by the Selling Shareholders may be effected, from
time to time, on the ASE or on any stock exchange on which the Shares may be    
listed at the time of sale, in negotiated or in "at-market" transactions (which 
may be block transactions), or through a combination of such methods of sale, at
fixed prices, at market prices prevailing at the time of sale or related to such
prevailing market prices, or at negotiated prices or at prices reflecting a     
combination of such methods. The Selling Shareholders may effect such           
transactions by selling Shares to or through broker-dealers, and such           
broker-dealers may receive compensation in the form of discounts, concessions,  
or commissions from the Selling Shareholders and/or the purchasers of Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or 
both. Such compensation to a particular broker-dealer might be in excess of     
customary commissions.                                                          

  The Selling Shareholders and any broker-dealers that act in connection
with the sale of the Shares hereunder might be deemed to be "Underwriters"      
within the meaning of Section 2(11) of the Securities Act; any commissions      
received by them and any profit realized on the resale of Shares as principals  
might be deemed to be underwriting compensation under the Securities Act.       

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     The Selling Shareholders may also sell Securities short and redeliver the
Securities to close out such short positions. The Selling Shareholders may also 
enter into option, hedging or other transactions with broker-dealers which      
require the delivery to the broker-dealer of the Securities registered          
hereunder, which the broker-dealer may resell or otherwise transfer pursuant to 
this Prospectus. The Selling Shareholders may also loan or pledge the Securities
registered hereunder to a broker-dealer and the broker-dealer may sell the      
Securities so loaned or upon a default the broker-dealer may effect sales of the
pledged Securities pursuant to this Prospectus.                                 

   Any broker-dealer acquiring Shares from a Selling Shareholders may sell
the Shares either directly, in its normal market-making activities, through or  
to other brokers on a principal or agency basis, or to its customers. Any such  
sales may be at fixed prices, at market prices prevailing at the time of sale or
related to such prevailing market prices, at negotiated prices, or at prices    
reflecting a combination of such methods.                                       

   The Company has advised the Selling Shareholders that anti-manipulative
rules contained in Regulation M promulgated under the Exchange Act may apply to 
their sales in the market. The Company has furnished the Selling Shareholders   
with copies of these rules, and has informed the Selling Shareholders of the    
need for them to deliver copies of this Prospectus in connection with their     
resales of the Shares. The Selling Shareholders may indemnify any broker-dealer 
that participates in transactions involving sale of the Shares against certain  
liabilities, including liabilities arising under the Securities Act. Any        
commissions paid or any discounts or concessions allowed to any such            
broker-dealers, and, if any such broker-dealer purchases shares as a principal, 
any profits received on the resale of such Shares may be deemed to be           
underwriting discounts and commissions under the Securities Act.                

 Upon the Company's being notified by any Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of 
Shares through a cross or block trade, a supplemental prospectus will be filed  
under Rule 424(c) under the Securities Act, setting forth the name of the       
participating broker-dealer(s), the number of shares involved, the price at     
which such Shares were sold by the Selling Shareholder, the commissions paid or 
discounts or concessions allowed by the Selling Shareholder to such             
broker-dealer(s), and where applicable, that such broker-dealer(s), did not     
conduct any investigation to verify the information set out in this Prospectus. 

      Any Shares which qualify for resale pursuant to Rule 144 promulgated under
the Securities Act may be sold under that Rule rather than pursuant to this     
Prospectus.                                                                     

    There can be no assurance that the Selling Shareholders will sell all or
any of the Shares offered hereunder.                                            

 EXPERTS

   The consolidated financial statements of the Company as of December 31,
1996 and 1995, and for each of the years in the three-year period ended December
31, 1996, have been incorporated by reference herein and in the registration    
statement in reliance upon the report of KPMG Peat Marwick LLP, independent     
certified public accountants, incorporated by reference herein, and upon the    
authority of said firm as experts in accounting and auditing.                   

 LEGAL MATTERS

   The validity of the Common Stock offered hereby will be passed upon for
the Company by Kinsella, Boesch, Fujikawa & Towle, LLP, 1901 Avenue of the      
Stars, 7th Floor, Los Angeles, California.                                      

 MISCELLANEOUS

      NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS        
PROSPECTUS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS  
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING             

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SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A        
SOLICITATION OF ANY OFFER TO BUY, COMMON STOCK BY ANYONE IN ANY JURISDICTION IN 
WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON   
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION, NEITHER THE DELIVERY 
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  
CRETE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY 
TIME SUBSEQUENT TO ITS DATE.                                                    

 TABLE OF CONTENTS

Available Information..........................................................2
Incorporation of Certain Documents.............................................2
Forward Looking Statements.....................................................3
The Company....................................................................3
Risk Factors...................................................................4
Use of Proceeds................................................................6
Selling Shareholders...........................................................7
Plan of Distribution...........................................................7
Experts........................................................................8
Legal Matters..................................................................8
Miscellaneous..................................................................8

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                          

    The estimated expenses set forth below will be borne as indicated below:

                                                                [Download Table]


Item                            Amount                Borne by
----                            ------                --------

                                                              
Registration Fee              $ 6,215.91              Company 

Legal Fees and Expenses       $ 7,000.00              Company 

Accounting Fees and                                           
Expenses                      $ 2,000.00              Company 

Miscellaneous Expenses        $ 2,000.00              Company 
                              ----------                      

Total                         $17,215.91                      


ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS                           

   The registrant's Certificate of Incorporation includes provisions which
limit the liability of its directors. As permitted by applicable provisions of  
the Delaware General Corporation Law (the "Delaware Law"), directors will not be
liable to the registrant for monetary damages arising from a breach of their    
fiduciary duty as directors in certain circumstances. This limitation does not  
affect liability for any breach of a director's duty to the registrant or its   
shareholders (i) with respect to approval by the director of any transaction    
from which he or she derives an improper personal benefit, (ii) with respect to 
acts or omissions involving an absence of good faith, that the director believes
to be contrary to the best interests of the registrant or its shareholders, that
involve intentional misconduct or a knowing and culpable violation of law, that 
constitute an unexcused pattern or inattention that amounts to an abdication of 
his or her duty to the registrant or its shareholders, or that show a reckless  
disregard for duty to the registrant or its shareholders in circumstances in    
which he or she was, or should have been aware, in the ordinary course of       
performing his or her duties, of a risk of serious injury to the registrant or  
its shareholders, or (iii) based on transactions between the registrant and its 
directors or another corporation with interrelated directors or on improper     
distributions, loans or guarantees under applicable sections of Delaware Law.   
This limitation of directors' liability also does not affect the availability of
equitable remedies, such as injunctive relief or rescission.                    

The registrant's Bylaws authorize the registrant to indemnify its   
directors and officers to the full extent permitted by Delaware Law, including  
circumstances in which indemnification is otherwise discretionary under Delaware
Law, and the registrant has entered into indemnification agreements with its    
directors providing such indemnity. The indemnification agreements will         
constitute binding agreements between the registrant and each of the other      
parties thereto, and thus prevent the registrant from modifying its             
indemnification policy in a way that is adverse to any person who is a party to 
an indemnification agreement.                                                   

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ITEM 16.    EXHIBITS                                                            

                                                                [Download Table]


EXHIBIT NO.                               DESCRIPTION                          
-----------                               -----------                          

                                                                               
4.1               Specimen Common Stock Certificate - Incorporated by reference
                  to the registrant's registration statement on Form S-1,      
                  declared effective on October 13, 1994 (SEC File No.         
                  33-79552).                                                   

5.1               Opinion of Kinsella, Boesch, Fujikawa & Towle, LLP.          

23.1              Consent from KPMG Peat Marwick LLP.                          

24.1              Power of Attorney (included on Page II-4).                   


ITEM 17.    UNDERTAKINGS                                                        

1. The undersigned registrant hereby undertakes:                    

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any        
material information with respect to the plan of distribution not previously    
disclosed in this registration statement or any material change to such         
information in this registration statement.                                     

  (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona  
fide offering thereof.                                                          

        (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.                                                                   

 2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be  
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.                                         

     3. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or 
given, the latest annual report to security holders that is incorporated by     
reference in the prospectus and furnished pursuant to and meeting the           
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of   
1934; and, where interim financial information required to be presented by      
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or 
cause to be delivered to each person to whom the prospectus is sent or given,   
the latest quarterly report that is specifically incorporated by reference in   
the prospectus to provide such interim financial information.                   

      4. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this         
registration statement to be signed on its behalf by the undersigned thereunto  
duly authorized, in the City of Los Angeles, State of California, on October 20,
1997.                                                                           

                     THE SPORTS CLUB COMPANY, INC.

                By: /s/ D. MICHAEL TALLA
                                      --------------------------------------
                D. Michael Talla
                     Chairman of the Board
                       Chief Executive Officer
                                (Duly Authorized Representative)

Pursuant to the requirements of the Securities Act of 1933, this    
registration statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

Signatures                         Title                             Date       
----------                         -----                             ----       

/s/ D. MICHAEL TALLA            Chairman of the Board          October 20, 1997 
---------------------------     Chief Executive                                 
D. Michael Talla                (Principal Executive Officer)                   

/s/ JOHN M. GIBBONS             President, Chief Operating     October 20, 1997 
---------------------------     Officer and a Director                          
John M. Gibbons                                                                 

/s/ NANETTE PATTEE FRANCINI     Executive Vice President,      October 20, 1997 
---------------------------     Secretary and a Director                        
Nanette Pattee Francini                                                         

/s/ TIMOTHY M. O'BRIEN          Chief Financial Officer        October 20, 1997 
---------------------------     (Principal Financial and                        
Timothy M. O'Brien              Accounting Officer)                             

/s/ REX A. LICKLIDER            Vice Chairman of the Board     October 20, 1997 
---------------------------                                                     
Rex A. Licklider                                                                

/s/ ANDREW L. TURNER            Director                       October 20, 1997 
---------------------------                                                     
Andrew L. Turner                                                                

/s/ DENNISON VERU               Director                       October 20, 1997 
---------------------------                                                     
Dennison Veru                                                                   

/s/ BRIAN J. COLLINS            Director                       October 20, 1997 
---------------------------                                                     
Brian J. Collins                                                                

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 POWER OF ATTORNEY

       The undersigned director and/or officer of THE SPORTS CLUB COMPANY (the
"Company"), does hereby constitute and appoint D. Michael Talla, John M. Gibbons
and Timothy M. O'Brien, and each of them, with full power of substitution and   
resubstitution, as his true and lawful attorney(s) to do any and all things, and
to execute any and all instruments, which said attorney(s) and agent(s) may deem
necessary or advisable to enable the Company to comply with the Securities Act  
of 1933, as amended, and any rules, regulations and requirements of the         
Securities and Exchange Commission in respect thereof, in connection with the   
registration under the Securities Act of 1933, as amended, of shares of Common  
Stock of the Company, including specifically, but without limiting the          
generality of the foregoing, the power and authority to sign the name of the    
undersigned in the capacities indicated below to the registration statement on  
Form S-3 to be filed for such registration, and any and all amendments          
(including post-effective amendments) thereto whenever filed.                   

Signatures                         Title                             Date       
----------                         -----                             ----       

/s/ D. MICHAEL TALLA            Chairman of the Board          October 20, 1997 
---------------------------     Chief Executive                                 
D. Michael Talla                (Principal Executive Officer)                   

/s/ JOHN M. GIBBONS             President, Chief Operating     October 20, 1997 
---------------------------     Officer and a Director                          
John M. Gibbons                                                                 

/s/ NANETTE PATTEE FRANCINI     Executive Vice President,      October 20, 1997 
---------------------------     Secretary and a Director                        
Nanette Pattee Francini                                                         

/s/ TIMOTHY M. O'BRIEN          Chief Financial Officer        October 20, 1997 
---------------------------     (Principal Financial and                        
Timothy M. O'Brien              Accounting Officer)                             

/s/ REX A. LICKLIDER            Vice Chairman of the Board     October 20, 1997 
---------------------------                                                     
Rex A. Licklider                                                                

/s/ ANDREW L. TURNER            Director                       October 20, 1997 
---------------------------                                                     
Andrew L. Turner                                                                

/s/ DENNISON VERU               Director                       October 20, 1997 
---------------------------                                                     
Dennison Veru                                                                   

/s/ BRIAN J. COLLINS            Director                       October 20, 1997 
---------------------------                                                     
Brian J. Collins                                                                

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 INDEX TO EXHIBITS

EXHIBIT NO.                         DESCRIPTION                                 
-----------                         -----------                                 

4.1                   Specimen Common Stock Certificate - Incorporated by       
                   reference to the registrant's registration statement on
                      Form S-1, declared effective on October 13, 1994 (SEC File
No.                                 
33-79552).                          

5.1                   Opinion of Kinsella, Boesch, Fujikawa & Towle, LLP.       

23.1                  Consent from KPMG Peat Marwick LLP.                       

24.1                  Power of Attorney (included on Page II-4).                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		10/22/97		1		2
		10/20/97		2		14			10-K405/A,  10-Q/A
		9/30/97		3		4			10-Q,  4
		6/30/97		3					10-Q,  10-Q/A,  4
		3/31/97		3					10-K405,  10-Q,  10-Q/A
		12/31/96		3		9			10-K405,  10-K405/A
		12/31/95		9
		10/13/94		3		15
									List all Filings