SEC Info - Kayne Anderson Capital Advisors LP, et al. - ‘SC 13D/A’ on 3/17/04 re: Sports Club Co Inc

SEC Info℠

Home

Help

Please Sign In

Kayne Anderson Capital Advisors LP, et al. – ‘SC 13D/A’ on 3/17/04 re: Sports Club Co Inc

On: Wednesday, 3/17/04, at 3:55pm ET · Accession #: 950148-4-635 · File #: 5-51185

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/17/04  Kayne Anderson Capital Advs LP    SC 13D/A               1:27K  Sports Club Co Inc                Bowne of Century City/FA
          Arbco Associates, L.P.
          Kayne Anderson Non-Traditional Investemnts, L.P.
          Richard A. Kayne

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No.3                           11     48K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
6	Item 1. Security and Issuer
"	Item 2. Identity and Background
7	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
8	Item 5. Interest in Securities of the Issuer
9	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

SC 13D/A 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                            OMB APPROVAL
                                     OMB Number: 3235-0145
                                         Expires: October 31, 2002
                                        Estimated average burden
                                            Hours per response ... 14.90

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*

 THE SPORTS CLUB COMPANY, INC.
........................................................................
(Name of Issuer)

COMMON STOCK
........................................................................
(Title of Class of Securities)

 84917P100
........................................................................
(CUSIP Number)

DAVID J. SHLADOVSKY, C/O KAYNE ANDERSON CAPITAL ADVISORS, L.P.
 1800 AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA 90067
(310) 556-2721
........................................................................
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

 3/15/04
........................................................................
 (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 reporting 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).                                                                         

PAGE 1 OF 11

SC 13D/A 2nd Page of 11 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP NO. 84917P100                                                             
                                   SCHEDULE 13D               PAGE 2 OF 11 PAGES

..............................................................................  
1      NAME OF REPORTING PERSON                                               
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               

KAYNE ANDERSON CAPITAL ADVISORS, L.P.             - 95-4486379  

..............................................................................  
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) [ ]  
                                                                   (b) [X]
..............................................................................  
3      SEC USE ONLY                                                           
..............................................................................  
4      SOURCE OF FUNDS                                                        
..............................................................................  
5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT      
     TO ITEMS 2(d) or 2(E)                                             [ ]
..............................................................................  
6      CITIZENSHIP OR PLACE OF ORGANIZATION                                   

A CALIFORNIA LIMITED PARTNERSHIP                                
..............................................................................  
   7     SOLE VOTING POWER

NUMBER OF                           0                                           
SHARES                       ................................................   
BENEFICIALLY                  8     SHARED VOTING POWER                         
OWNED BY                                                                        
EACH REPORTING                       4,367,618                                  
PERSON WITH                  ................................................   
        9     SOLE DISPOSITIVE POWER

0       
                          ................................................
         10     SHARED DISPOSITIVE POWER

 4,367,618
..............................................................................  
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

4,367,618                                                       
..............................................................................  
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN          
     SHARES                                                            [ ]

..............................................................................  
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                        

19.9%                                                           
..............................................................................  
12      TYPE OF REPORTING PERSON                                                

IA                                                              
..............................................................................  

PAGE 2 OF 11

SC 13D/A 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP NO. 84917P100                                                             
                                   SCHEDULE 13D               PAGE 3 OF 11 PAGES

..............................................................................  
1      NAME OF REPORTING PERSON                                               
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               

RICHARD A. KAYNE                                  - 124-34-0063 
..............................................................................  
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) [ ]  
                                                                   (b) [X]
..............................................................................  
3      SEC USE ONLY                                                           
..............................................................................  
4      SOURCE OF FUNDS                                                        
..............................................................................  
5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT      
     TO ITEMS 2(d) or 2(E)                                             [ ]
..............................................................................  
6      CITIZENSHIP OR PLACE OF ORGANIZATION                                   

A U.S. CITIZEN                                                  
..............................................................................  
   7     SOLE VOTING POWER

NUMBER OF                           346,365                                     
SHARES                       ................................................   
BENEFICIALLY                  8     SHARED VOTING POWER                         
OWNED BY                                                                        
EACH REPORTING                      4,367,618                                   
PERSON WITH                  ................................................   
        9     SOLE DISPOSITIVE POWER

346,365 
                          ................................................
         10     SHARED DISPOSITIVE POWER

 4,367,618
..............................................................................  
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

4,713,983                                                       
..............................................................................  
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN          
     SHARES                                                            [ ]

..............................................................................  
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                        

21.1%                                                           
..............................................................................  
12      TYPE OF REPORTING PERSON                                                

IN                                                              
..............................................................................  

PAGE 3 OF 11

SC 13D/A 4th Page of 11 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP NO. 84917P100                                                             
                                   SCHEDULE 13D               PAGE 4 OF 11 PAGES

..............................................................................  
1      NAME OF REPORTING PERSON                                               
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               

ARBCO ASSOCIATES, L.P.                            - 95-3214739  
..............................................................................  
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) [ ]  
                                                                   (b) [X]
..............................................................................  
3      SEC USE ONLY                                                           
..............................................................................  
4      SOURCE OF FUNDS                                                        
..............................................................................  
5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT      
     TO ITEMS 2(d) or 2(E)                                             [ ]
..............................................................................  
6      CITIZENSHIP OR PLACE OF ORGANIZATION                                   

A U.S. CITIZEN                                                  
..............................................................................  
   7     SOLE VOTING POWER

NUMBER OF                           0                                           
SHARES                       ................................................   
BENEFICIALLY                  8     SHARED VOTING POWER                         
OWNED BY                                                                        
EACH REPORTING                      1,530,036                                   
PERSON WITH                  ................................................   
        9     SOLE DISPOSITIVE POWER

0       
                          ................................................
         10     SHARED DISPOSITIVE POWER

 1,530,036
..............................................................................  
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

1,530,036                                                       
..............................................................................  
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN          
     SHARES                                                            [ ]

..............................................................................  
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                        

7.8%                                                            
..............................................................................  
12      TYPE OF REPORTING PERSON                                                

PN                                                              
..............................................................................  

PAGE 4 OF 11

SC 13D/A 5th Page of 11 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP NO. 84917P100                                                             
                                   SCHEDULE 13D               PAGE 5 OF 11 PAGES

..............................................................................  
1      NAME OF REPORTING PERSON                                               
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               

KAYNE ANDERSON NON-TRADITIONAL INVESTMENTS, L.P.  - 95-4198602  
..............................................................................  
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) [ ]  
                                                                   (b) [X]
..............................................................................  
3      SEC USE ONLY                                                           
..............................................................................  
4      SOURCE OF FUNDS                                                        
..............................................................................  
5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT      
     TO ITEMS 2(d) or 2(E)                                             [ ]
..............................................................................  
6      CITIZENSHIP OR PLACE OF ORGANIZATION                                   

A U.S. CITIZEN                                                  
..............................................................................  
   7     SOLE VOTING POWER

NUMBER OF                           0                                           
SHARES                       ................................................   
BENEFICIALLY                  8     SHARED VOTING POWER                         
OWNED BY                                                                        
EACH REPORTING                      1,725,705                                   
PERSON WITH                  ................................................   
        9     SOLE DISPOSITIVE POWER

0       
                          ................................................
         10     SHARED DISPOSITIVE POWER

 1,725,705
..............................................................................  
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

1,725,705                                                       
..............................................................................  
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN          
     SHARES                                                            [ ]

..............................................................................  
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                        

8.6%                                                            
..............................................................................  
12      TYPE OF REPORTING PERSON                                                

PN                                                              
..............................................................................  

PAGE 5 OF 11

SC 13D/A 6th Page of 11 TOC 1st Previous Next ↓Bottom Just 6th
United States                                                                   
Securities and Exchange Commission

SCHEDULE 13D
 AMENDMENT NO. 3

*********************                                                           

ITEM 1.  SECURITY AND ISSUER                                                    

Common Stock, $0.01 Par Value.                                                  

The Sports Club Company, Inc.                                   
11100 Santa Monica Boulevard                                    
Suite 300                                                       
Los Angeles, CA  90025                                          

ITEM 2.  IDENTITY AND BACKGROUND                                                

The Reporting Persons include Kayne Anderson Capital Advisors, L.P., Richard A. 
Kayne, Arbco Associates, L.P. and Kayne Anderson Non-Traditional Investments,   
L.P.                                                                            

a.      KAYNE ANDERSON CAPITAL ADVISORS, L.P.                                   

      Kayne Anderson Capital Advisors, L.P. ("KACALP"), a California limited
        partnership, is an investment adviser registered with the Securities and
        Exchange Commission under the Investment Advisers Act of 1940. It serves
       as sole general partner of and investment adviser to various investment
 partnerships holding the Issuer's Common Stock, including but not
limited to Arbco Associates, L.P. ("Arbco") and Kayne Anderson  
Non-Traditional Investments, L.P.("KANTI"), each of which is a  
California limited partnership and a Reporting Person.          

Kayne Anderson Investment Management, Inc. ("KAIM"), a Nevada   
       corporation, is the sole general partner of KACALP. KAIM is owned by KA
Holdings, Inc. ("KA Holdings"), a California corporation, the   
    shareholders of which are Richard A. Kayne and John E. Anderson. The
principal business address of KACALP, the investment limited    
     partnerships, KAIM or KA Holdings is 1800 Avenue of the Stars, Second
Floor, Los Angeles, California 90067.                           

  During the past five years, none of KACALP, the investment limited
  partnerships, KAIM or KA Holdings has been convicted in a criminal
      proceeding nor has any of them been a party to a civil proceeding of a
        judicial or administrative body or the subject of any judgments, decrees
or final orders from the regulatory bodies.                     

b.      RICHARD A. KAYNE                                                        

    Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer and
Director of KAIM and KA Holdings.                               

        Mr. Kayne also serves as Co-Management Chair and Chief Executive Officer
  of Kayne Anderson Rudnick Investment Management, LLC, a California
     limited liability company ("KARIM"), and President and Director of KA
     Associates, Inc., a Nevada corporation ("KAA"). KARIM is a registered
    investment adviser. KAA is a registered broker/dealer. The principal
     business address of KARIM and KAA is 1800 Avenue of the Stars, Second
Floor, Los Angeles, CA 90067.                                   

        None of the Reporting Persons, KAIM or KA Holdings has been convicted in
a criminal proceeding (excluding traffic violations or similar  
      misdemeanors) in the past five years, nor has any of them 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 law during
the last five years.                                            

PAGE 6 OF 11

SC 13D/A 7th Page of 11 TOC 1st Previous Next ↓Bottom Just 7th
c.      The following additional persons are officers and/or directors of one or
      both of KAIM and KA Holdings. (KACALP, a limited partnership, does not
   have any officers or directors.) Each such person is a U.S. citizen
     whose address is 1800 Avenue of the Stars, Second Floor, Los Angeles,
       California 90067. None of such persons has been convicted in a criminal
        proceeding (excluding traffic violations or similar misdemeanors) in the
       past five years, nor has any of them been a party to a civil proceeding
     of a judicial or administrative body or the subject of any judgments,
decrees or final orders from the regulatory bodies.             

    JOHN E. ANDERSON.     Chairman of Topa Equities, Ltd., a diversified
                            investment company located at 1800 Avenue of the
                             Stars, Suite 1400, Los Angeles, California 90067.
                             Mr. Anderson is Director of KAIM and KA Holdings.

HOWARD M. ZELIKOW.    Vice President and Director of KAIM       

ROBERT V. SINNOTT.    Vice President of KAIM                    

      RALPH C. WALTER.      Chief Operating Officer of KAIM and KA Holdings.

  DAVID J. SHLADOVSKY.  General Counsel and Secretary of KAIM and KA
Holdings.           

       JOHN DALEY.           Chief Financial Officer and Treasurer of KAIM and
KA Holdings.        

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

The following information amends and supplements Item 3:                        

On March 15, 2004, Arbco, KANTI and a third investment partnership managed by   
KACALP purchased a total of 10,000 shares of Series D Preferred Stock (as       
defined below) from the Issuer for an aggregate purchase price of $1,000,000.   
The source of the funds used in making such purchase was a combination of cash  
and security contributions by limited partners.                                 

ITEM 4.  PURPOSE OF TRANSACTION                                                 

On February 19, 2004, KACALP agreed to make an investment in the Issuer in      
accordance with the terms set forth in a non-executed term sheet (the "New Term 
Sheet") also agreed to by Millennium Partners LLC and its affiliates            
("Millennium") and Rex Licklider ("Licklider"). Millennium and Licklider are    
significant beneficial owners of the Issuer's Common Stock and each has filed a 
Schedule 13D pursuant to the Act. The New Term Sheet sets forth a non-binding   
plan for the parties thereto to purchase an aggregate of 65,000 shares of Series
D Convertible Preferred Stock (the "Series D Preferred") of the Issuer at $100  
per share.                                                                      

On March 15, 2004, Arbco, KANTI and a third KACALP investment partnership (the  
"KACALP Purchasers") purchased an aggregate of 10,000 shares of Series D        
Preferred for an aggregate purchase price of $1,000,000, pursuant to the terms  
of a Stock Purchase Agreement, dated as of March 10, 2004, by and among the     
Issuer, the KACALP Purchasers, Millennium and Licklider. Pursuant to the same   
agreement, Millennium purchased an aggregate of 45,000 shares for an aggregate  
purchase price of $4,500,000 and Licklider purchased an aggregate of 10,000     
shares for an aggregate purchase price of $1,000,000. Each share of the Series D
Preferred is convertible at the option of its holder at any time into one share 
of Common Stock at a conversion price of $2.00 per share (subject to adjustment 
under certain circumstances). The shares of Series D Preferred Stock are also   
subject to mandatory conversion into Common Stock under certain circumstances.  

PAGE 7 OF 11

SC 13D/A 8th Page of 11 TOC 1st Previous Next ↓Bottom Just 8th
The Series D Preferred entitles each holder thereof to one vote for each share  
of Common Stock into which such Series D Preferred is convertible and dividends 
at an annual rate of $9.00 per share. Dividends are cumulative, do not accrue   
interest and, at the Issuer's option, may be paid in additional shares of the   
Series D Preferred. With respect to dividend rights and rights in the event of  
the liquidation or dissolution of the Issuer, the Series D Preferred Stock ranks
senior to the Common Stock, the Issuer's Series B Convertible Preferred Stock   
(the "Series B Preferred") and Series C Convertible Preferred Stock. The Issuer 
is prohibited from issuing any capital stock that ranks senior to, or pari passu
with, the Series D Preferred without the consent of the holders of 85 percent of
the outstanding shares of the Series D Preferred.                               

Upon the liquidation or dissolution of the Issuer, holders of the Series D      
Preferred are entitled to receive, prior to any distribution to any other       
stockholder, a liquidation amount equal to $100 per share (subject to adjustment
under certain circumstances), together with all accrued and unpaid dividends    
with respect to such shares.                                                    

The Issuer may, at any time after March 10, 2010, redeem, in whole or in part,  
the outstanding shares of the Series D Preferred at a redemption price equal to 
$100 per share, together with all accrued and unpaid dividends with respect to  
such shares.                                                                    

In connection with the purchase of the Series D Preferred, the Issuer, the      
KACALP Purchasers, Millennium and Licklider entered into an Investors' Rights   
Agreement dated as of March 10, 2004 (the "Series D Rights Agreement"), which   
governs, among other things, the rights of the purchasers of the Series D       
Preferred to cause the Issuer to register under the Securities Act the shares of
Common Stock into which their Series D Preferred is convertible. The Series D   
Rights Agreement also affords the parties thereto certain consent rights with   
respect to the operation of the Issuer's business. KACALP and Licklider also    
will each have the right to designate one director and Millennium will have the 
right to designate two directors (one of which must be an independent director) 
to serve on the Issuer's board of directors. KACALP, Millennium and Licklider   
have agreed to take all actions necessary to elect each such designee to the    
board of directors of the Issuer. The consent rights and director designation   
rights described above will terminate if certain specified Common Stock         
ownership thresholds are not satisfied.                                         

As a result of certain of the provisions set forth in the Series D Rights       
Agreement, the Reporting Persons have formed a "group" with Millennium and      
Licklider for purposes of Section 13(d) of the Act and the rules and regulations
promulgated thereunder. Accordingly, each of the Reporting Persons may be deemed
to be the beneficial owner of the shares of the Issuer's Common Stock           
beneficially owned by Millennium and Licklider as reported on their respective  
Schedule 13D or Schedule 13G. Each of the Reporting Persons expressly disclaims 
beneficial ownership of the Issuer's Common Stock beneficially owned by         
Millennium and Licklider.                                                       

Except as set forth in this Item 4, KACALP has 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. KACALP and Richard A. Kayne report beneficial ownership of 4,367,618 and     
4,713,983 shares, respectively, representing 19.9% and 21.1% of the shares      
outstanding. These amounts include 3,420,355 shares of common stock which may be
acquired upon conversion of Series B Preferred and 500,000 shares of common     
stock which may be acquired upon conversion of Series D Preferred.              

As a result of the issuance of the Series D Preferred, certain anti-dilution    
provisions applicable to the Series B Preferred held by the Reporting Persons   
were triggered. As a result, the Series B Preferred held by the Reporting       
Persons is now convertible into 3,420,355 shares of common stock at a conversion
price of $2.8871. This represents an increase of 128,688 common shares and a    
corresponding reduction of the conversion price to $2.88.                       

PAGE 8 OF 11

SC 13D/A 9th Page of 11 TOC 1st Previous Next ↓Bottom Just 9th
b. KACALP has shared voting and dispositve power (with Richard A. Kayne) over   
4,367,618 shares. Richard A. Kayne has sole voting and dispositive power over   
346,365 shares and shared voting and dispositive power (with KACALP) over       
4,367,618 shares.                                                               

The shares over which Mr. Kayne has sole voting and dispositive power are held  
by him directly or by accounts for which he serves as trustee or custodian. The 
shares over which Mr. Kayne and KACALP have shared voting and dispositive power 
are held by accounts for which KACALP serves as investment adviser and, in most 
cases, as general partner.                                                      

KACALP disclaims beneficial ownership of the shares reported, except those      
shares attributable to it by virtue of its general partner interests in certain 
limited partnerships holding such shares. Mr. Kayne disclaims beneficial        
ownership of the shares reported, except those shares held by him or            
attributable to him by virtue of his limited and general partner interests in   
such limited partnerships and by virtue of his indirect interest in the interest
of KACALP in such limited partnerships.                                         

c.      Transactions of the shares were made as follows:                        

                                                                [Download Table]

                     Common Stock  Stock                                 
  Date    Type       # of shares   Price   Where/how transaction effected
--------  ----       -----------   ------  ------------------------------
                                                                         
3/15/04   Series D      500,000     $2.00  From Issuer (1)               
          Preferred                                                      

     (1)  Issuable upon conversion of Series D Preferred. KACALP expressly
             disclaims any beneficial ownership of any of the Series D Preferred
          (or Common Stock into which such preferred stock is convertible)
owned by Millennium or Licklider.                     

d.  Not applicable                                                              

e.  Not applicable                                                              

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.                                                       

Please see Item 4.                                                              

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.                                       

Exhibit 1      Joint Filing Agreement among Richard A. Kayne, KACALP, Arbco     
              Associates, L.P. and Kayne Anderson Non-Traditional Investments,
L.P.                                              

Exhibit 2      Investors' Rights Agreement entered into as of March 10, 2004    
           by and among the Sports Club Company, Inc., Arbco Associates,
           L.P., Kayne Anderson Non-Traditional Investments, L.P., Kayne
              Anderson Select Investments A, L.P., MDP Ventures II LLC and Rex
     A. Licklider, as trustee of the Licklider Living Trust,
              incorporated herein by reference to Exhibit 99.2 to the Issuer's
               Current Report on Form 8-K filed with the Commission on March 17,
2004.                                             

Exhibit 3      Preferred Stock Purchase Agreement entered into as of March 10,  
    2004 by and among the Sports Club Company, Inc., Arbco
           Associates, L.P., Kayne Anderson Non-Traditional Investments,
              L.P., Kayne Anderson Select Investments A, L.P., MDP Ventures II
          LLC and Rex A. Licklider, as trustee of the Licklider Living
            Trust, incorporated herein by reference to Exhibit 99.3 to the
              Issuer's Current Report on Form 8-K filed with the Commission on
March 17, 2004.                                   

PAGE 9 OF 11

SC 13D/A 10th Page of 11 TOC 1st Previous Next ↓Bottom Just 10th
 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I  
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

March 17, 2004                                
-----------------------------------------------                                 
Date                                

/S/ Richard A. Kayne                                  
-----------------------------------------------                                 
Richard A. Kayne                                

KAYNE ANDERSON CAPITAL ADVISORS, L.P.                                           

By:     Kayne Anderson Investment Management, Inc.                              

By:  /S/ David J. Shladovsky                                    
-----------------------------------                   
David J. Shladovsky, Secretary                        

 PAGE 10 OF 11

SC 13D/A Last Page of 11 TOC 1st Previous Next ↓Bottom Just 11th
 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)

This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities        
Exchange Act of 1934 (the "Act") by and between the parties listed below, each  
referred to herein as a "Joint Filer." The Joint Filers agree that a statement  
of beneficial ownership as required by Section 13(d) of the Act and the Rules   
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further 
joint filings. The Joint Filers state that they each satisfy the requirements   
for making a joint filing under Rule 13d-1.                                     

/S/ Richard A. Kayne                                                            
--------------------------------------------                                    
Richard A. Kayne                                                                

/S/ David J. Shladovsky                                                         
--------------------------------------------                                    
Kayne Anderson Capital Advisors, L.P., by                                       
David J. Shladovsky, Secretary of                                               
Kayne Anderson Investment Management, Inc.,                                     
general partner                                                                 

/S/ David J. Shladovsky                                                         
--------------------------------------------                                    
Arbco Associates, L.P., by                                                      
David J. Shladovsky, Secretary of                                               
Kayne Anderson Investment Management, Inc.,                                     
general partner                                                                 

/S/ David J. Shladovsky                                                         
--------------------------------------------                                    
Kayne Anderson Non-Traditional Investments, L.P., by                            
David J. Shladovsky, Secretary of                                               
Kayne Anderson Investment Management, Inc.,                                     
general partner                                                                 

 PAGE 11 OF 11

SC 13D/A	1st Page of 11	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

SC 13D/A	2nd Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 2nd

SC 13D/A	3rd Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 3rd

SC 13D/A	4th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 4th

SC 13D/A	5th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 5th

SC 13D/A	6th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 6th

SC 13D/A	7th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 7th

SC 13D/A	8th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 8th

SC 13D/A	9th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 9th

SC 13D/A	10th Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 10th

SC 13D/A	Last Page of 11	TOC	1st	Previous	Next	↓Bottom	Just 11th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	3/10/10	8
Filed on:	3/17/04	9	10	4, 8-K
	3/15/04	7
	3/10/04	7	9
	2/19/04	7		4, 8-K
	10/31/02	1
				List all Filings

↑Top

Filing Submission 0000950148-04-000635 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Kayne Anderson Capital Advisors LP, et al. – ‘SC 13D/A’ on 3/17/04 re: Sports Club Co Inc

On: Wednesday, 3/17/04, at 3:55pm ET · Accession #: 950148-4-635 · File #: 5-51185

Previous ‘SC 13D’: ‘SC 13D/A’ on 3/1/04 · Next: ‘SC 13D/A’ on 7/13/04 · Latest: ‘SC 13D/A’ on 12/27/18

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents