-----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, LQyQ0YdiEobkPE0TI4pJ3mclBAl+oA+cYb/6ZZ/0eCVlBEzH3HopeavMaPA4hTJD mbKPVjyU+eHatJgk3SS8jQ== 0001177254-05-000026.txt : 20050429 0001177254-05-000026.hdr.sgml : 20050429 20050429165404 ACCESSION NUMBER: 0001177254-05-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050429 DATE AS OF CHANGE: 20050429 GROUP MEMBERS: EGI-FUND (00) INVESTORS, L.L.C. GROUP MEMBERS: EGI-FUND (05-07) INVESTORS, L.L.C. GROUP MEMBERS: HALMOSTOCK LIMITED PARTNERSHIP GROUP MEMBERS: SZ INVESTMENTS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REWARDS NETWORK INC CENTRAL INDEX KEY: 0000078536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 846028875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35435 FILM NUMBER: 05786828 BUSINESS ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: STE 460 CITY: MIAMI STATE: FL ZIP: 33181 BUSINESS PHONE: 3058923300 MAIL ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: SUITE 460 CITY: MIAMI STATE: FL ZIP: 33181 FORMER COMPANY: FORMER CONFORMED NAME: IDINE REWARDS NETWORK INC DATE OF NAME CHANGE: 20020613 FORMER COMPANY: FORMER CONFORMED NAME: TRANSMEDIA NETWORK INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK AMERICAN CORP DATE OF NAME CHANGE: 19840912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAMSTOCK LLC CENTRAL INDEX KEY: 0001051877 IRS NUMBER: 364156890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124664010 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 amendment.txt ------------------------------ OMB APPROVAL ------------------------------ OMB Number 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response .........11 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* Rewards Network Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.02 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 893767103 - -------------------------------------------------------------------------------- (CUSIP Number) Marc D. Hauser Equity Group Investments, L.L.C. 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 312-466-3281 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 27, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a 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 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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. CUSIP No. 893767103 13D/A Page 2 of 14 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). SZ Investments, L.L.C. FEIN: 36-4150443 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 0 SHARES _________________________________________________________________ BENEFICIALLY 8. Shared Voting Power OWNED BY 5,863,084 EACH _________________________________________________________________ REPORTING 9. Sole Dispositive Power PERSON 0 WITH _________________________________________________________________ 10. Shared Dispositive Power 5,863,084 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,863,084 (1) - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 22.1% (2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) 00 - -------------------------------------------------------------------------------- (1) Represents the number of shares which are beneficially owned by all members of the group, in the aggregate, including all warrants which are exercisable in the next sixty days, and which are subject to voting arrangements set forth more fully in Items 3 and 4 below. This filing shall not be construed as an admission that such reporting person is the beneficial owner of all of such shares. (2) Calculated based upon 25,773,919 shares of Common Stock outstanding as of April 4, 2005, as reported in the Issuer's Schedule 14A dated April 15, 2005, and assuming the conversion by the Reporting Persons of the warrants representing the 810,958 Management Warrant Shares (defined herein). CUSIP No. 893767103 13D/A Page 3 of 14 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Samstock, L.L.C. FEIN: 36-4156890 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 0 SHARES _________________________________________________________________ BENEFICIALLY 8. Shared Voting Power OWNED BY 4,329,247 EACH _________________________________________________________________ REPORTING 9. Sole Dispositive Power PERSON 0 WITH _________________________________________________________________ 10. Shared Dispositive Power 4,329,247 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,863,084 (1) - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 22.1% (2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (1) Represents the number of shares which are beneficially owned by all members of the group, in the aggregate, including all warrants which are exercisable in the next sixty days, and which are subject to voting arrangements set forth more fully in Items 3 and 4 below. This filing shall not be construed as an admission that such reporting person is the beneficial owner of all of such shares. (2) Calculated based upon 25,773,919 shares of Common Stock outstanding as of April 4, 2005, as reported in the Issuer's Schedule 14A dated April 15, 2005, and assuming the conversion by the Reporting Persons of the warrants representing the 810,958 Management Warrant Shares (defined herein). CUSIP No. 893767103 13D/A Page 4 of 14 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). EGI-Fund (00) Investors, L.L.C. FEIN: 36-4345573 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 0 SHARES _________________________________________________________________ BENEFICIALLY 8. Shared Voting Power OWNED BY 1,216,437 EACH _________________________________________________________________ REPORTING 9. Sole Dispositive Power PERSON 0 WITH _________________________________________________________________ 10. Shared Dispositive Power 1,216,437 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,863,084 (1) - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 22.1% (2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (1) Represents the number of shares which are beneficially owned by all members of the group, in the aggregate, including all warrants which are exercisable in the next sixty days, and which are subject to voting arrangements set forth more fully in Items 3 and 4 below. This filing shall not be construed as an admission that such reporting person is the beneficial owner of all of such shares. (2) Calculated based upon 25,773,919 shares of Common Stock outstanding as of April 4, 2005, as reported in the Issuer's Schedule 14A dated April 15, 2005, and assuming the conversion by the Reporting Persons of the warrants representing the 810,958 Management Warrant Shares (defined herein). CUSIP No. 893767103 13D/A Page 5 of 14 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). EGI-Fund (05-07) Investors, L.L.C. FEIN: 20-2062590 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 0 SHARES _________________________________________________________________ BENEFICIALLY 8. Shared Voting Power OWNED BY 317,400 EACH _________________________________________________________________ REPORTING 9. Sole Dispositive Power PERSON 0 WITH _________________________________________________________________ 10. Shared Dispositive Power 317,400 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,863,084 (1) - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 22.1% (2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (1) Represents the number of shares which are beneficially owned by all members of the group, in the aggregate, including all warrants which are exercisable in the next sixty days, and which are subject to voting arrangements set forth more fully in Items 3 and 4 below. This filing shall not be construed as an admission that such reporting person is the beneficial owner of all of such shares. (2) Calculated based upon 25,773,919 shares of Common Stock outstanding as of April 4, 2005, as reported in the Issuer's Schedule 14A dated April 15, 2005, and assuming the conversion by the Reporting Persons of the warrants representing the 810,958 Management Warrant Shares (defined herein). CUSIP No. 893767103 13D/A Page 6 of 14 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Halmostock Limited Partnership FEIN: 83-0319692 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Wyoming - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 0 SHARES _________________________________________________________________ BENEFICIALLY 8. Shared Voting Power OWNED BY 0 EACH _________________________________________________________________ REPORTING 9. Sole Dispositive Power PERSON 0 WITH _________________________________________________________________ 10. Shared Dispositive Power 493,541 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,863,084 (1) - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 22.1% (2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (1) Represents the number of shares which are beneficially owned by all members of the group, in the aggregate, including all warrants which are exercisable in the next sixty days, and which are subject to voting arrangements set forth more fully in Items 3 and 4 below. This filing shall not be construed as an admission that such reporting person is the beneficial owner of all of such shares. (2) Calculated based upon 25,773,919 shares of Common Stock outstanding as of April 4, 2005, as reported in the Issuer's Schedule 14A dated April 15, 2005, and assuming the conversion by the Reporting Persons of the warrants representing the 810,958 Management Warrant Shares (defined herein). CUSIP No. 893767103 13D/A Page 7 of 14 Pages This Amendment No. 11 to Schedule 13D relates to the common stock, par value $.02 per share ("Common Stock"), of Rewards Network Inc. formerly known as iDine Rewards Network Inc. (the "Issuer"). Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended to read in their entirety as follows: ITEM 2. Identity and Background (a-c) This Statement is being filed by the following beneficial owners of Common Stock: Samstock, L.L.C., a Delaware limited liability company ("Samstock"), EGI-Fund (00) Investors, L.L.C., a Delaware limited liability company ("EGI-00"), EGI-Fund (05-07) Investors, L.L.C., a Delaware limited liability company ("EGI 05-07") Halmostock Limited Partnership, a Wyoming limited partnership ("Halmostock"; each of Samstock, Halmostock and EGI-00 are referred to herein individually as a "Stockholder" and collectively as the "Stockholders"), and SZ Investments, L.L.C., a Delaware limited liability company ("SZI"). SZI is the managing member of EGI-00, EGI 05-07 and the sole member of Samstock. The executive officers of Samstock, EGI-00, EGI 05-07 and SZI are as follows: - - Samuel Zell - President; Chairman of the Board of Directors of Equity Group Investments, L.L.C. ("EGI") - - Donald J. Liebentritt - Vice President; President of EGI - - William C. Pate - Vice President; Managing Director of EGI - - Philip Tinkler - Treasurer; CFO and Treasurer of EGI SZI is indirectly owned by various trusts for the benefit of Samuel Zell and his family. The trustee of each of those trusts is Chai Trust Company, L.L.C., an Illinois limited liability company ("Chai Trust"; together with Samstock, EGI-00, EGI 05-07 and SZI, the "EGI Entities"). The officers and directors of Chai Trust are as follows: - - Bert Cohen is a Director of Chai Trust. Mr. Cohen is also a semi-retired investor, whose residence is 5000-4A Estate Enighed, #65, St. John, VI 00830. - - Kellie Zell Harper is a Director of Chai Trust and also works as a homemaker. - - Donald J. Liebentritt is the President and a Director of Chai Trust. - - Leah Zell Wanger is a Director of Chai Trust. Ms. Wagner is a private investor whose business address is 227 West Monroe Street, Chicago, Illinois 60603. - - JoAnn Zell Gillis is a Director of Chai Trust. Mrs. Zell Gillis is a physician. - - Matthew Zell is a Director of Chai Trust and an employee of EGI. - - Robert M. Levin is a Senior Trust Officer and a Director of Chai Trust. Mr. Levin is also a partner in the law firm Levin & Schreder Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602. - - James Bunegar is Vice President, Chief Financial Officer, Assistant Trust Officer and Treasurer of Chai Trust. Mr. Bunegar is also the Vice President - Taxes of EGI. The business address of each EGI Entity, Samuel Zell, Donald Liebentritt, William Pate, Philip Tinkler, Kellie Zell Harper, JoAnn Zell Gillis, Matthew Zell James Bunegar is Two North Riverside Plaza, Chicago, Illinois 60606. The general partner of Halmostock is Halmos Investments-Western, Inc., a Wyoming corporation ("HIW"). Halmos Investments-Western, Inc.: HIW's sole shareholder and sole director is Steven J. Halmos. Mr. Halmos is a citizen of the United States of America. Mr. Halmos is a citizen of the United States of America. The principal business of Halmostock is investment in the securities of the Issuer and the principal business of HIW is general investments. The business address of Halmostock and HIW is 21 W. Las Olas Boulevard, Fort Lauderdale, Florida, 33301. (d) and (e) No Stockholder nor, to the best knowledge of the Stockholders, any EGI Entity or HIW, or any of the persons listed in Appendix A hereto, has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) All of the executive officers and directors of each of the Stockholders, each EGI Entity, and HIW are United States citizens. ITEM 3. Source and Amount of Funds or Other Consideration Pursuant to a Stock Purchase and Sale Agreement dated as of November 6, 1997 among EGI-Transmedia Investors, L.L.C., a Delaware limited liability company ("TMI"), Samstock and the Issuer (the "Stock Purchase Agreement"), TMI and Samstock agreed to acquire in the aggregate (i) 2,500,000 newly issued shares of Common Stock (the "Shares") and (ii) warrants to purchase an additional 1,200,000 shares of Common Stock (the "Warrant Shares"), subject to the satisfaction of certain conditions precedent. The Stock Purchase Agreement was attached as Exhibit 1 to the original Schedule 13D and is incorporated herein by reference. The principal business of TMI was investment in the securities of the Issuer. On September 23, 1999, TMI distributed all of the securities of the Issuer held by it to TMI's members, including, without limitation, Samstock, without additional consideration (the "TMI Distribution"). TMI has had no investment in the securities of the Issuer since the TMI Distribution. Subsequent to the TMI Distribution, TMI dissolved. Pursuant to an Assignment Agreement dated as of March 3, 1998 (the "Initial Investment Closing Date") among Samstock, Halmostock and the Issuer (the "Assignment Agreement"), effective contemporaneously with the closing under the Stock Purchase Agreement, TMI and Samstock assigned to Halmostock the right to acquire 352,941 of the Shares and 169,412 of the Warrant Shares. The Assignment Agreement was attached as Exhibit 2 to Amendment Number 1 to Schedule 13D and is incorporated herein by reference. In addition, Halmostock is the beneficial owner of 92,000 shares of Common Stock, which 92,000 shares were contributed to Halmostock by Steven J. Halmos prior to the Initial Investment Closing Date. On the Initial Investment Closing Date, TMI acquired 322,059 of the Shares and 154,588 of the Warrant Shares and Samstock acquired 1,825,000 of the Shares and 876,000 of the Warrant Shares, for a total aggregate consideration of $9,125,000.75, the source of which was capital contributions to TMI and Samstock by the members of TMI and Samstock, respectively. In addition, on the Initial Investment Closing Date, Halmostock acquired 352,941 Shares and 169,412 Warrant Shares for a total aggregate consideration of $1,499,999.25 paid to the Issuer, the source of which was a loan of $1,534,999.25 from an affiliate of Halmostock, which affiliate is a Wyoming limited partnership the general partner of which is HIW. The loan was made pursuant to a note dated March 2, 1998, is payable on demand, and bears interest at a rate of 8% per annum. The acquisition of the Shares and Warrant Shares by TMI, Samstock and Halmostock described in this paragraph are referred to herein collectively as the "Initial Investment." Effective as of the Initial Investment Closing Date, immediately after the closing of the Initial Investment, Samstock sold to Robert M. Steiner, as trustee under the declaration of trust dated March 9, 1983, as amended, establishing the Robert M. Steiner Revocable Trust ("Steiner Trust"), 40,364 of the Shares and 19,375 of the Warrant Shares for a purchase price in cash in the amount of $171,547.00, and Halmostock sold to the Steiner Trust 6,636 of the Shares and 3,185 of the Warrant Shares, for a purchase price in cash of $28,203.00. In connection with the Initial Investment, TMI, Samstock, the Issuer, Melvin Chasen and Iris Chasen (Melvin Chasen and Iris Chasen being referred to herein, together, as the "Chasens") entered into an Amended and Restated Agreement Among Stockholders dated as of March 3, 1998 (the "Amended Agreement Among Stockholders"), which amends, restates and supersedes an Agreement Among Stockholders dated as of November 6, 1997 among the same parties. Pursuant to the Amended Agreement Among Stockholders, Samstock has the sole power to vote or to direct the vote of all of the shares of Common Stock and other voting securities of the Issuer held by the Chasens (the "Chasen Shares"), whether now owned or hereafter acquired. There are currently 41,039 Chasen Shares issued and outstanding known to the Reporting Persons, representing 0.2% of the issued and outstanding Common Stock. The Amended Agreement Among Stockholders also provides that, subject to certain limitations, Samstock has a right of first refusal on all sales of the Chasen Shares, and the Chasen Shares are subject to "co-sale" provisions if Samstock sells at least 10% of the shares it may own and "drag along" provisions if Samstock sells all of the shares it may own. On September 7, 1999, Samstock exercised its right of first refusal on a portion of the Chasen Shares, thereby acquiring from the Chasens 135,000 of the Chasen Shares for an aggregate purchase price of $472,500 in cash, the source of which was Samstock's working capital. The Amended Agreement Among Stockholders will terminate if Samstock, Halmostock and their affiliates (the "Stockholder Group") cease to own in the aggregate at least 5% of the Issuer's Common Stock (or other securities of the Issuer entitled to vote generally for the election of directors or securities convertible into or exchangeable for Common Stock or such voting securities or other options or rights to acquire Common Stock or such voting securities) (collectively, the "Voting Securities"). The Amended Agreement Among Stockholders was attached as Exhibit 3 to Amendment Number 1 to Schedule 13D and is incorporated herein by reference. Also in connection with the Initial Investment, Samstock, Halmostock and the Issuer entered into a Stockholders' Agreement dated as of March 3, 1998 (the "Stockholders Agreement"), pursuant to which Samstock has the sole power to vote or to direct the vote of all of the shares of Common Stock and other voting securities of the Issuer held by Halmostock (the "Halmostock Shares"), whether now owned or hereafter acquired. There are currently 493,541 Halmostock Shares issued and outstanding, representing 2.2% of the issued and outstanding Common Stock. Like the Amended Agreement Among Stockholders, the Stockholders Agreement also provides that, subject to certain limitations, Samstock has a right of first refusal on all sales of the Halmostock Shares, and the Halmostock Shares are subject to "co-sale" provisions if Samstock sells at least 10% of the shares it may own and "drag along" provisions if Samstock sells all of the shares it may own. The Stockholders Agreement will terminate if the Stockholder Group ceases to own in the aggregate at least 5% of the Issuer's Voting Securities. The Stockholders Agreement was attached as Exhibit 4 to Amendment Number 1 to Schedule 13D and is incorporated herein by reference. The summary contained in this Statement of certain provisions of each of the Stock Purchase Agreement, the Assignment Agreement, the Amended Agreement Among Stockholders and the Stockholders Agreement is not intended to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, the Assignment Agreement, the Amended Agreement Among Stockholders and the Stockholders Agreement, each of which was attached as an exhibit to the original Schedule 13D or Amendment Number 1 to Schedule 13D and is incorporated herein by reference. In June 1999, the Issuer entered into a $10 million loan agreement (the "GAMI Loan Agreement") with GAMI Investments, Inc. ("GAMI"), an affiliate of Samstock. The Issuer drew down the entire $10 million principal amount available under the GAMI Loan Agreement on June 30, 1999 (the "GAMI Loan"). The GAMI Loan Agreement obligated the Issuer to conduct a $10,000,000 rights offering (the "Rights Offering") for shares of a newly created series of convertible preferred stock (the "Series A Preferred Stock") described in the Issuer's definitive proxy statement filed with the Securities Exchange Commission on September 17, 1999. The Issuer conducted the Rights Offering as required by the GAMI Loan Agreement. The Rights Offering closed on November 9, 1999 (the "Rights Offering Closing"). The GAMI Loan Agreement was attached as Exhibit 6 to Amendment Number 2 to Schedule 13D and is incorporated herein by reference. The summary contained in this Statement of certain provisions of the GAMI Loan Agreement is not intended to be complete and is qualified in its entirety by reference to the GAMI Loan Agreement. The TMI Distribution occurred on September 23, 1999. Samstock was one of TMI's members and received in the TMI Distribution 100,883 of the Shares and a warrant representing 48,424 of the Warrant Shares. The balance of the Shares and the Warrant Shares previously held by TMI were distributed to other members of TMI, and Samstock does not have sole or shared voting or dispositive power over such Shares and Warrant Shares. In connection with the Rights Offering, Samstock and the Issuer entered into a Standby Purchase Agreement dated as of June 30, 1999 (the "Standby Purchase Agreement"), whereby Samstock agreed to act as a standby purchaser to ensure that $10 million in proceeds were raised in the Rights Offering. The Issuer was required to use all proceeds of the Rights Offering to repay the outstanding amount of the GAMI Loan. Under the Standby Purchase Agreement, Samstock was obligated to exercise its basic subscription privilege in full and to purchase, at the subscription price, all shares of Series A Preferred Stock offered pursuant to the Rights Offering which were not subscribed for by other stockholders (including pursuant to any oversubscription privilege). Pursuant to the Standby Purchase Agreement, Samstock purchased 2,837,458 shares of Series A Preferred Stock at the Rights Offering Closing for an aggregate purchase price of $6,845,577.51 or $2.41 per share in cash, the source of which was capital contributions to Samstock by the members of Samstock. At the Rights Offering Closing, the Issuer used all of the proceeds therefrom to repay the outstanding amount of the GAMI Loan which was $10,135,208.33 including accrued interest. In addition, Halmostock has advised Samstock that Halmostock purchased 206,203 shares of Series A Preferred Stock in the Rights Offering for an aggregate purchase price of $496,952.04 or $2.41 per share, the source of which was a loan from an affiliate. The 2,837,458 shares of Series A Preferred Stock acquired by Samstock and the 206,203 shares of Series A Preferred Stock acquired by Halmostock are collectively referred to as the "Preferred Shares." The Standby Purchase Agreement was attached as Exhibit 7 to Amendment No. 2 to Schedule 13D and is incorporated herein by reference. In consideration of Samstock's commitment under the Standby Purchase Agreement and of the provision of the GAMI Loan by GAMI, the Issuer issued to Samstock at the Rights Offering Closing a non-transferable five-year warrant (the "Rights Offering Warrant") to purchase 1,000,000 shares of the Issuer's common stock (the "Rights Offering Warrant Shares"). A copy of the Rights Offering Warrant was attached as Exhibit 10 to Amendment No. 3 to Schedule 13D and is incorporated herein by reference. The summary contained in this Statement of certain provisions of the Standby Purchase Agreement and the Rights Offering Warrant is not intended to be complete and is qualified in its entirety by reference to the Standby Purchase Agreement and the Rights Offering Warrant attached as an exhibit to Amendment No. 2 to Schedule 13D or hereto and incorporated herein by reference. In connection with the Initial Investment, Samstock, Halmostock and the Issuer entered into an Amended and Restated Investment Agreement dated as of March 3, 1998 (the "First Amended Investment Agreement"), which amended, restated and superseded an Investment Agreement dated as of November 6, 1997 among TMI, Samstock and the Issuer. The Steiner Trust joined the First Amended Investment Agreement only for purposes of Section 5 thereof in connection with its purchase of a portion of the Samstock Shares and Halmostock Shares described above. In connection with the GAMI Loan and the Standby Purchase Agreement, the Samstock and other stockholders (other than Halmostock), the Issuer, and for purposes of Section 5 thereof only, the Steiner Trust, entered into a Second Amended and Restated Investment Agreement dated as of June 30, 1999 (the "Second Amended Investment Agreement"), which amends, restates and supersedes the First Amended Investment Agreement, only with respect to the rights and obligations of each of the parties to the First Amended Investment Agreement other than Halmostock. The First Amended and Restated Investment Agreement continues in full force and effect with respect to the rights and obligations of Halmostock thereunder vis a vis each of the other stockholders and the Issuer. The Second Amended Investment Agreement contains agreements as to certain aspects of the relationship among the stockholders other than Halmostock and the Issuer. The Second Amended Investment Agreement was attached to Amendment No. 2 to Schedule 13D as Exhibit 8 thereto and is incorporated herein by reference. The Second Amended Investment Agreement was amended by that certain Amendment to Second Amended and Restated Investment Agreement dated as of February 5, 2003 between Samstock and the Issuer (the "Second Amendment"), which terminated the board designee and voting provisions of the Second Amended Investment Agreement. The Second Amendment is attached hereto as Exhibit 15 and is incorporated herein by reference. The First Amended Investment Agreement and the Second Amended Investment Agreement, as amended by the Second Amendment, read together are collectively referred to herein as the "Investment Agreement". Pursuant to the Investment Agreement, as currently in effect and subject to certain exceptions, the Issuer granted to Samstock and Halmostock and certain other parties certain shelf registration rights in connection with certain permitted sales of shares of Common Stock. In particular, pursuant to such registration rights, the Issuer has prepared and filed with the SEC a shelf registration statement (including pledgees of any selling stockholder) with respect to Common Stock (including the Shares, Warrant Shares and the Rights Offering Warrant Shares), has caused such shelf registration statement to become effective and has agreed to use its reasonable efforts keep such registration statement effective until such time as all such Common Stock has been sold or otherwise disposed of. The purpose of such shelf registration is to facilitate the ability of Samstock and its affiliates to margin its stock and does not represent any present intention on behalf of any Stockholder to dispose of any Common Stock covered thereby. The summary contained in this Statement of certain provisions of the Investment Agreement is not intended to be complete and is qualified in its entirety by reference to the First Amended Investment Agreement and the Second Amended Investment Agreement, as amended by the Second Amendment, attached as exhibits to Amendment Number 1 to Schedule 13D and Amendment Number 2 to Schedule 13D and incorporated herein by reference. Pursuant to a Stock Purchase and Sale Agreement dated as of April 28, 2000 (the "Management Stock Purchase Agreement") among the Issuer, certain investors including Issuer management listed on the signature page of the Management Stock Purchase Agreement (the "Management Investors"), and Samstock, the Management Investors and Samstock agreed to purchase, on August 23, 2000,(i) 657,536 newly issued shares of Common Stock (the "Management Shares") at a price of $4.5625 per share and (ii) warrants (the "Management Warrant Shares") to purchase an additional 1,315,072 shares of Common Stock. The Management Stock Purchase Agreement was attached to Amendment Number 6 to Schedule 13D as Exhibit 11 thereto and is incorporated herein by reference. The form of warrant to purchase the Management Warrant Shares is attached as Exhibit A to the Management Stock Purchase Agreement that was attached was to Amendment Number 6 to Schedule 13D as Exhibit 11 and is incorporated herein by reference. Samstock's source of funds for the aggregate $1,850,000 purchase price for the Management Shares and the Management Warrant Shares was working capital. The closing of the purchase of the Management Shares and the Management Warrant Shares occurred on August 23, 2000, at which time Samstock acquired 405,479 Management Shares and 810,958 Management Warrant Shares, of which 405,479 are exercisable at $5.93125 per share and 405,479 are exercisable at $7.30 per share. The 405,479 Management Shares and 810,958 Management Warrant Shares were transferred by Samstock to EGI-00 in December 2000 in an intercompany transfer. The summary contained in this Statement of certain provisions of the Management Stock Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the Management Stock Purchase Agreement, attached as an Exhibit hereto and incorporated herein by reference. On August 4, 2000, Samstock transferred 103,046 shares of Common Stock, warrants representing 46,157 Warrant Shares, a portion of the Rights Offering Warrant representing 51,000 Rights Offering Warrant Shares, and 144,710 shares of Series A Preferred Stock to an employee of Equity Group Investments, L.L.C., a Delaware limited liability company and an affiliate of Samstock, in connection with such employee's retirement. On April 10, 2002, Samstock acquired 220,175 shares of Common Stock through the exercise of warrants to purchase Warrant Shares on a cashless basis for (i) the purchase of 286,297 shares of Common Stock at $6.00 per share, (ii) the purchase of 286,297 shares of Common Stock at $7.00 per share and (iii) the purchase of 286,298 shares of Common Stock at $8.00 per share. Pursuant to the terms of the warrants, Samstock surrendered to the Issuer 638,717 shares of Common Stock in consideration for the cashless exercise of such warrants, based upon a fair market value of $9.413 per share of Common Stock attributed to such shares. On May 29, 2002, Halmostock acquired 58,766 shares of Common Stock through the exercise of warrants to purchase Warrant Shares on a cashless basis for (i) the purchase of 55,409 shares of Common Stock at $6.00 per share, (ii) the purchase of 55,409 shares of Common Stock at $7.00 per share and (iii) the purchase of 55,409 shares of Common Stock at $8.00 per share. Pursuant to the terms of the warrants, Halmostock surrendered to the Issuer 107,461 shares of Common Stock in consideration for the cashless exercise of such warrants, based upon a fair market value of $10.83 per share of Common Stock attributed to such shares. On July 19, 2002, the Issuer completed a tender offer for 2,474,566 shares of its Series A Preferred Stock at $10.62 per share of Series A Preferred Stock (the "Tender Offer"). In accordance with the terms of a Letter Agreement dated as of June 12, 2002 between the Issuer and Samstock (the "Letter Agreement"), Samstock tendered all of its 2,898,952 shares of Series A Preferred Stock under the Tender Offer. Halmostock tendered 206,203 shares of Series A Preferred Stock under the Tender Offer. Under the Tender Offer, the Issuer purchased (i) from Samstock 2,097,673 shares of Series A Preferred Stock owned by Samstock and (ii) from Halmostock 160,634 shares of Series A Preferred Stock owned by Halmostock. The amounts tendered by Samstock and Halmostock under the Tender Offer were subject to pro rata cutback to the extent other holders of Series A Preferred Stock tendered their shares of Series A Preferred Stock under the Tender Offer. The summary contained in this Statement of certain provisions of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to the Letter Agreement, attached to Amendment Number 7 to Schedule 13D as Exhibit 15 thereto and incorporated herein by reference. On January 23, 2003, the Issuer exercised its rights under the terms of the Series A Preferred Stock to convert all of the outstanding Series A Preferred Stock into Common Stock at a conversion rate of 1.19316 shares of Common Stock for each share of Series A Preferred Stock (the "Series A Conversion"). Between February 6, 2003 and September 25, 2003, the Chasens sold an aggregate of 191,622 shares of Common Stock in open market sales in a price range of $9.09 to $17.40. Between February 6, 2003 and September 25, 2003, Halmostock sold an aggregate of 57,901 shares of Common Stock in open market sales in a price range of $16.75 to $16.9356. On November 9, 2004, Samstock exercised the Rights Offering Warrant and acquired the 949,000 Rights Offering Warrant Shares represented thereby at a purchase price of $2.4813 per share of Common Stock, for an aggregate cash purchase price of $2,354,753.70. On April 27, 2005, EGI 05-07 acquired 317,400 shares of Common Stock in open market purchases at an average purchase price of $4.1865 per share, for an aggregate purchase price of $1,328,795.10(exclusive of brokerage fees and commissions). ITEM 4. Purpose of the Transaction The acquisition of Common Stock, both directly and through the exercise of warrants, has been effected by the Stockholders for the purpose of investing in the Issuer. Each Stockholder intends to continue to review its investment in Common Stock and, subject to the limitations of the Investment Agreement and the Management Investors Co-Sale Agreement described above, from time to time depending upon certain factors, including without limitation the financial performance of the Issuer, the availability and price of shares of Common Stock and other general market and investment conditions, may determine to acquire through open market purchases or otherwise additional shares of Common Stock or may determine to sell through the open market or otherwise. Except as stated above, none of the Stockholders has any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange Commission. ITEM 5. Interest in Securities of the Issuer (a) and (b) To the best knowledge of the Stockholders, there were 25,773,919 shares of Common Stock outstanding as of April 4, 2005, as reported in the Issuer's Schedule 14A dated April 15, 2005. As of April 27, 2005, the aggregate 5,052,126 shares of Common Stock beneficially owned by the Stockholders, together with the 810,958 Management Warrant Shares, represent approximately 22.1% of the Common Stock issued and outstanding. Such securities are held as follows: - -Samstock holds 3,796,667 shares of Common Stock. - -EGI-00 holds 405,479 shares of Common Stock and a warrant to purchase the 810,958 Management Warrant Shares. - -EGI 05-07 holds 317,400 shares of Common Stock. - -Halmostock holds 493,541 shares of Common Stock. (As described in Item 3 above and as set forth more fully in this Item 5, Samstock has shared voting power and shared dispositive power in respect of the Halmostock Shares.) - -The Chasens hold 39,039 shares of Common Stock. (As described in Item 3 above and as set forth more fully in this Item 5, Samstock has shared voting power and shared dispositive power in respect of the Chasen Shares.) Pursuant to the Amended Agreement Among Stockholders, and subject to the limitations of the Investment Agreement, Samstock has the shared power to vote or to direct the vote of the 39,039 Chasen Shares beneficially owned by it. Pursuant to the Stockholders Agreement, and subject to the limitations of the Investment Agreement, Samstock has the shared power to vote or to direct the vote of the 493,541 Halmostock Shares beneficially owned by it. Each Stockholder has the power to dispose of or to direct the disposition of such Stockholder's shares of Common Stock, subject to the following limitations, which are described more fully in Item 3 above. Pursuant to the "drag along" provisions of the Amended Agreement Among Stockholders, Samstock has the shared power, together with the Chasens, to dispose of or to direct the disposition of the Chasen Shares. Similarly, pursuant to the "drag along" provisions of the Stockholders Agreement, Samstock has the shared power, together with Halmostock, to dispose of or to direct the disposition of the Halmostock Shares. For purposes of this Statement the Stockholders are being treated as a group which, in the aggregate, beneficially owns all of the shares of Common Stock listed above. This filing shall not be construed as an admission that any reporting person is the beneficial owner of all of such shares of Common Stock. At the date hereof, neither the Stockholders, nor to the best knowledge of the Stockholders, any of SZI, ZGP, HIW or any of the persons listed in Item 2 hereto owns any shares of Common Stock other than shares of Common Stock beneficially owned by the Stockholders, as described herein, of which one or more of such other persons may be deemed to have beneficial ownership pursuant to Rule 13d-3 of the Exchange Act. (c) Since the filing of the most recent Schedule 13D/A on September 26, 2003, and except as set forth above, there have not been any transactions by the Stockholders with respect to the shares of the Issuer. (d) No person other than a Stockholder has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock beneficially owned by such Stockholders, except for the Chasens, in the case of the Chasen Shares. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except for the matters described herein, no reporting person or, to the best knowledge of the reporting persons, any of the persons listed in Appendix A hereto has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. ITEM 7. Material to be Filed as Exhibits Exhibit 1 - Stock Purchase Agreement* Exhibit 2 - Assignment Agreement* Exhibit 3 - Amended Agreement Among Stockholders* Exhibit 4 - Stockholders Agreement* Exhibit 5 - First Amended Investment Agreement* Exhibit 6 - GAMI Loan Agreement* Exhibit 7 - Standby Purchase Agreement* Exhibit 8 - Second Amended Investment Agreement* Exhibit 9 - Power of Attorney dated February 26, 1998* Exhibit 10 - Rights Offering Warrant* Exhibit 11 - 2000 Stock Purchase Agreement* Exhibit 12 - Press Release dated May 2, 2000* Exhibit 13 - Joint Filing Agreement dated May 9, 2001* Exhibit 14 - Letter Agreement dated June 12, 2002* Exhibit 15 - Amendment to Second Amended and Restated Investment Agreement dated February 5, 2003* * Previously filed SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: April 27, 2005 SZ INVESTMENTS, L.L.C. SAMSTOCK, L.L.C. EGI-FUND (00) INVESTORS, L.L.C. EGI-FUND (05-07) INVESTORS, L.L.C. Each by: /s/ DONALD J. LIEBENTRITT - ------------------------------------- Name: Donald J. Liebentritt Title: Vice President HALMOSTOCK LIMITED PARTNERSHIP by Halmos Investments-Western, Inc., its general partner By: /s/ * - ------------------------------------- Name: Steven J. Halmos, President * By: /s/ DONALD J. LIEBENTRITT - ----------------------------------- Donald J. Liebentritt Attorney-in-fact 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. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----