-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H/UCkLr88mOiqQAzUYfMsD83nfsIJZmk7R9lEK8bqCAaYwHm8qDAxHvqdN/zU1+/ Fw/yr7z0/JlN15LsiS739A== 0000950136-05-000770.txt : 20050217 0000950136-05-000770.hdr.sgml : 20050217 20050214133315 ACCESSION NUMBER: 0000950136-05-000770 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFE TIME FITNESS INC CENTRAL INDEX KEY: 0001076195 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 411689746 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79937 FILM NUMBER: 05606648 BUSINESS ADDRESS: STREET 1: 6442 CITY WEST PARKWAY STREET 2: STE 300 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 MAIL ADDRESS: STREET 1: 6442 CITY WEST PARKWAY STREET 2: STE 400 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APAX MANAGERS INC CENTRAL INDEX KEY: 0001259036 IRS NUMBER: 133782791 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 file001.htm SCHEDULE 13D



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

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


                             LIFE TIME FITNESS, INC.
           ----------------------------------------------------------
                                (Name of Issuer)


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


                                    53217R207
           ----------------------------------------------------------
                                 (CUSIP Number)


                                DECEMBER 31, 2004
           ----------------------------------------------------------
             Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]  Rule 13d-1(b)

[ ]  Rule 13d-1(c)

[X]  Rule 13d-1(d)

*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 the
disclosures provided in a prior cover page.

The information required in 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).





- --------------------------------------------------------------------------------
CUSIP NO. 53217R207                                      PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
1.   NAMES OF REPORTING PERSONS
     IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Apax Managers, Inc.
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
                                                                         (b) [ ]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY

- --------------------------------------------------------------------------------
4.   CITIZENSHIP OR PLACE OF ORGANIZATION

            New York
- --------------------------------------------------------------------------------
                   5.   SOLE VOTING POWER

                             4,000,001*
                  --------------------------------------------------------------
  NUMBER OF        6.   SHARED VOTING POWER
   SHARES
BENEFICIALLY                 0
  OWNED BY        --------------------------------------------------------------
    EACH           7.   SOLE DISPOSITIVE POWER
  REPORTING
 PERSON WITH                 4,000,001*
                  --------------------------------------------------------------
                   8.   SHARED DISPOSITIVE POWER

                             0
- --------------------------------------------------------------------------------
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            4,000,001*
- --------------------------------------------------------------------------------
10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     (See Instructions)                                                    [ ]

            N/A
- --------------------------------------------------------------------------------
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            11.8%
- --------------------------------------------------------------------------------
12.  TYPE OF REPORTING PERSON (See Instructions)

            CO
- --------------------------------------------------------------------------------

*See Rider A




                                                               Page 3 of 6 Pages


Item 1. (a)  Name of Issuer:

                 Life Time Fitness, Inc.

        (b)  Address of Issuer's Principal Executive Offices:

                 6442 City West Parkway
                 Suite 400
                 Eden Prairie, MN 55344

Item 2. (a)  Name of Person Filing:

                 Apax Managers, Inc.

        (b)  Address of Principal Business Office or, if none, Residence:

                 445 Park Avenue, 11th Floor
                 New York, NY 10022

        (c)  Citizenship:

                 New York

        (d)  Title of Class of Securities:

                 Common Stock

        (e)  CUSIP Number:

                 53217R207

Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
        240.13d-2(b) or (c), check whether the person filing is a:

        (a) [ ]  Broker or dealer registered under Section 15 of the Act.

        (b) [ ]  Bank as defined in Section 3(a)(6) of the Act.

        (c) [ ]  Insurance company as defined in Section 3(a)(19) of the Act.

        (d) [ ]  Investment company registered under Section 8 of the Investment
                 Company Act of 1940.

        (e) [ ]  An investment adviser in accordance with
                 ss.240.13d-1(b)(1)(ii)(E).

        (f) [ ]  An employee benefit plan or endowment fund in accordance with
                 ss.240.13d-1(b)(1)(ii)(F).

        (g) [ ]  A parent holding company or control person in accordance with
                 ss.240.13d-1(b)(1)(ii)(G).

        (h) [ ]  A savings associations as defined in Section 3(b) of the
                 Federal Deposit Insurance Act.

        (i) [ ]  A church plan that is excluded from the definition of an
                 investment company under Section 3(c)(14) of the Investment
                 Company Act of 1940.

        (j) [ ]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).




                                                               Page 4 of 6 Pages

Item 4.  Ownership.

         (a) Amount beneficially owned: 4,000,001*

         (b) Percent of class: 11.8%

         (c) Number of shares as to which the person has:

               (i)   Sole power to vote or to direct the vote 4,000,001*
               (ii)  Shared power to vote or to direct the vote 0
               (iii) Sole power to dispose or to direct the disposition of
                     4,000,001*
               (iv)  Shared power to dispose or to direct the disposition of 0

         *See Rider A

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].

         Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company or Control
         Person.

         Not applicable.

Item 8.  Identification and Classification of Members of the Group.

         Not applicable.

Item 9.  Notice of Dissolution of Group.

         Not applicable.

Item 10. Certification.

         Not applicable.




                                                               Page 5 of 6 Pages

                                    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.


February 11, 2005                      /s/ George M. Jenkins
- ------------------                     -----------------------------------------
(Date)                                 (Signature)


                                       George M. Jenkins / Vice President
                                       -----------------------------------------
                                       (Name/Title)


The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)





                                                               Page 6 of 6 Pages

                                     Rider A

Apax Managers, Inc. ("Apax"), is the general partner of Apax Excelsior VI
Partners, L.P., the general partner of each of Apax Excelsior VI, L.P., a
Delaware limited partnership ("Excelsior VI"), Apax Excelsior VI-A C.V., a
limited partnership organized under the laws of the Netherlands ("Excelsior
VI-A"), Apax Excelsior VI-B C.V., a limited partnership organized under the laws
of the Netherlands ("Excelsior VI-B"), and Patricof Private Investment Club III,
L.P. a Delaware limited partnership ("PPIC III"). Therefore, Apax has voting and
dispositive power with respect to, and is the beneficial owner of an aggregate
of 4,000,001 shares, including 3,418,869 shares of common stock (10.1%) owned by
Excelsior VI, 279,448 shares of common stock (0.8%) owned by Excelsior VI-A,
186,283 shares of common stock (0.6%) owned by Excelsior VI-B, and 115,401
shares of common stock (0.3%) owned by PPIC III.

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