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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
UNITED RESTAURANTS, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
9 11379105
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(CUSIP Number)
Madge S. Beletsky, Esq., Richman, Lawrence, Mann, Greene,
Chizever, Friedman & Phillips, 10920 Wilshire Boulevard,
Suite 650, Los Angeles, CA 90035 (310) 274-8300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 2, 1996
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
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CUSIP No. 9 11379105
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
United Leisure Corporation
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With:
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7. Sole Voting Power A. United Leisure - 866,666 shares
B. Harry Shuster - 1,786,466 shares
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8. Shared Voting Power A. United Leisure - 0 shares
B. Harry Shuster - 0 shares
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9. Sole Dispositive Power
A. United Leisure - 866,666 shares
B. Harry Shuster - 1,786,466 shares
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10. Shared Dispositive Power
A. United Leisure - 0 shares
B. Harry Shuster - 0 shares
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11. Aggregate Amount Beneficially Owned by Each Reporting Person.
A. United Leisure -- 866,666 shares
B. Harry Shuster --1,786,466 shares
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
A. United Leisure - 12%
B. Harry Shuster - 25%
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14. Type of Reporting Person
United Leisure Corporation -- CO
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CUSIP No. 9 11379105
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Harry Shuster
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
PF
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
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Number of Shares Beneficially Owned by Each Reporting Person With:
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7. Sole Voting Power A. United Leisure - 866,666 shares
B. Harry Shuster - 1,786,466 shares
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8. Shared Voting Power A. United Leisure - 0 shares
B. Harry Shuster - 0 shares
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9. Sole Dispositive Power
A. United Leisure - 866,666 shares
B. Harry Shuster - 1,786,466 shares
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10. Shared Dispositive Power
A. United Leisure - 0 shares
B. Harry Shuster - 0 shares
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11. Aggregate Amount Beneficially Owned by Each Reporting Person.
A. United Leisure -- 866,666 shares
B. Harry Shuster --1,786,466 shares
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
A. United Leisure - 12%
B. Harry Shuster - 25%
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14. Type of Reporting Person
Harry Shuster -- IN
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Statement Pursuant to Rule 13d-1 of the
General Rules and Regulations of the
Securities Exchange Act of 1934, as Amended
Item 1. Security and Issuer
The title of the class of equity securities to which this
statement relates is: Common Stock, $.01 par value per share (the "Common
Stock"). The name and address of the principal executive office of the issuer of
such securities is:
United Restaurants, Inc. ("United Restaurants")
1990 Westwood Blvd.
Los Angeles, CA 90025
Item 2. Identity and Background
The name and the address of the principal business and principal office
of the persons filing this statement are:
United Leisure Corporation ("United Leisure")
8800 Irvine Center Drive
Irvine, CA 92718
Harry Shuster
1990 Westwood Blvd.
Los Angeles, CA 90025
United Leisure, a Delaware corporation, is a public company engaged in
the business of ownership and operation of childrens' play learning centers and
childrens' day camps and is the sublessor of a ground lease in Irvine,
California covering approximately 300 acres of real estate.
Harry Shuster, an individual, is the Chairman of the Board, President
and Chief Executive Officer of United Leisure as well as the Chairman of the
Board, President and Chief Executive Officer of United Restaurants. Accordingly,
United Restaurants and United Leisure are affiliates. Harry Shuster and United
Leisure may be deemed to part of a "group" for purposes of the acquisition of
the stock of United Restaurants in light of Mr. Shuster's position in both
companies.
Neither United Leisure, Harry Shuster, nor, to the best of their
knowledge, any of the executive officers or directors of United Leisure has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Neither United Leisure, Harry Shuster, nor, to the best of their
knowledge, any of the executive officers or directors of United Leisure has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent
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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.
The name and business or residence address of each of the directors and
executive officers of United Leisure, and their present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted is as follows:
Harry Shuster. Chairman of the Board, President and Chief Executive
Officer of United Leisure. Mr. Shuster's business address is 1990 Westwood
Boulevard, Los Angeles, CA 90025. Mr. Shuster is employed as the President and
Chief Executive Officer of each of United Leisure and United Restaurants at 1990
Westwood Boulevard, Los Angeles, CA 90025.
Brain Shuster. Director of United Leisure. Brian Shuster's business
address is 1990 Westwood Boulevard, Los Angeles, CA 90025. Brian Shuster is
employed as the President of Hit Entertainment, Inc., an independent motion
picture production company. Brian Shuster is employed at 1990 Westwood
Boulevard, Los Angeles, CA 90025.
Alvin Cassel. Director of United Leisure. Mr. Cassel is of counsel to
the law firm of Broad and Cassel, Miami, Florida. Mr. Cassel's business address
is 201 Biscayne Blvd., Suite 3000, Miami, Florida 33131. Mr. Cassel has been
engaged in the general civil law practice for more than 50 years.
Skip Alexander. Director of United Leisure. Mr. Alexander's address is
4625 Sylmar Avenue, #306. Sherman Oaks, CA 91423. Mr. Alexander is the President
of Skip Alexander Productions, a game show development company in Los Angeles,
California.
J. Brooke Johnston. Director of United Leisure. Mr. Johnston's business
address is 3000 Galleria Drive, Suite 1000, Birmingham, Alabama 35244. Mr.
Johnston is an attorney at Med Partners in Birmingham Alabama.
All of the executive officers and directors of United Leisure are
citizens of the United States of America.
It is possible that United Leisure and Harry Shuster, its Chairman of
the Board and Chief Executive Officer, may be deemed to constitute a "group,"
since Mr. Shuster, in light of his position at United Leisure, may have the
power to vote or to direct the voting of the shares of United Restaurants held
by United Leisure, or the power to dispose of or to direct the disposition of
the shares of United Restaurants held by United Leisure. Accordingly, this
statement is being filed on behalf of both United Leisure and Harry Shuster, and
each of such persons has filed, as an exhibit
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hereto, their agreement in writing stating that they have agreed to file this
Schedule 13D jointly.
Item 3. Source and Amount of Funds or other Consideration
On October 2, 1996, United Leisure acquired 333,333 shares of Common
Stock and a warrant to purchase an additional 333,333 shares of Common Stock for
a cash consideration of $250,000. The warrants acquired in such transaction are
fully vested from the date of issuance, are for a term of five years and are
exercisable at a price of $1.50 per share of Common Stock. The funds used by
United Leisure to purchase these shares and warrants were derived from working
capital. Such shares and warrants were purchased in a private placement
conducted by United Restaurants of an aggregate of 839,999 shares of Common
Stock with aggregate proceeds to United Restaurants from such offering of
$630,000 (the "Private Placement").
Also on October 2, 1996, Harry Shuster acquired 333,333 shares of
Common Stock and a warrant to purchase an additional 333,333 shares of Common
Stock for cash consideration of $250,000. Such shares and warrants were
purchased by Mr. Shuster in the Private Placement. The funds used by Mr. Shuster
to purchase these shares and warrants were personal funds of Mr. Shuster.
United Leisure initially became a shareholder of United Restaurants on
September 10, 1996, when it entered into a financing agreement with United
Restaurants, pursuant to which United Leisure agreed to pledge the sum of
$850,000 in order to enable United Restaurants to obtain a letter of credit
required by the landlord of a lease which United Restaurants was entering into.
In consideration for United Leisure agreeing to pledge the collateral for the
letter of credit, United Restaurants agreed to pay United Leisure an amount
equal to 10% per annum on the amount of the pledged cash collateral, as its
exists from time to time. And, as additional consideration, United Restaurants
issued 100,000 shares of its common stock to United Leisure and granted United
Leisure a warrant to purchase an additional 100,000 shares of Common Stock,
which warrant is exercisable for a period of five years at an exercise price of
$.75 per share. The pledge of the $850,000 collateral was taken from the working
capital of United Leisure.
Item 4. Purpose of Transaction.
All of the shares of Common Stock acquired by United Leisure
and Harry Shuster as set forth in Item 3 above were acquired by such persons for
investment. Neither United Leisure nor Harry Shuster has any present intention
or plan which relates to one or more of the matters set forth in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Each of United Leisure and Harry Shuster intends to
continually review its and his respective investment in United Restaurants, and
the business, operations and financial conditions of United Restaurants. Either
or both of United Leisure or Harry
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Shuster may, in the future, depending upon its and his respective evaluation of
the business and prospects of United Restaurants, as well as future developments
and other factors, seek to exercise the warrants owned by each, or to sell all
or part of the shares of Common Stock or warrants held by each, or to purchase
additional shares of Common Stock or warrants.
Item 5. Interest In the Securities of the Issuer.
As of December 1, 1996 United Leisure beneficially owned an aggregate
of 866,666 shares of Common Stock, which constitutes approximately 12% of the
7,202,499 shares of the Common Stock of the Company believed to be outstanding.
Such securities were acquired by United Leisure in September and October 1996 as
set forth in response to Item 3 above. United Leisure has the sole power to
vote, to direct the vote of, to dispose of and to direct the disposition of the
866,666 shares of Common Stock beneficially owned by it. Of the 866,666 shares
beneficially owned by United Leisure, an aggregate of 433,333 shares may be
received by United Leisure upon the exercise of warrants. See Item 3 above.
As of December 1, 1996 Harry Shuster beneficially owned an aggregate of
1,786,466 shares of Common Stock (not including the 866,666 shares of Common
Stock owned by United Leisure of which shares Mr. Shuster disclaims beneficial
ownership), which shares constitute approximately 25% of the 7,202,499 shares of
Common Stock of the Company believed to be outstanding. Harry Shuster has the
sole power to vote, to direct the vote of, to dispose of and to direct the
disposition of, the 1,766,666 shares of Common Stock beneficially owned by him.
Of the 1,766,666 shares of Common Stock beneficially owned by Mr. Shuster, an
aggregate of 333,333 shares may be received by Mr. Shuster upon the exercise of
warrants. See Item 3 above.
On October 2, 1996 Harry Shuster acquired 333,333 shares of the Common
Stock and options to purchase an additional 333,333 shares of Common Stock in
the Private Placement. The purchase price paid by Mr. Shuster was $250,000. See
Item 3 above.
On November 1, 1996 Mr. Shuster sold all of his interest in H&H Holding
Corporation, a Delaware Corporation ("H&H") to Clarinda Investments, Inc., which
corporation is owned and controlled by Harvey Bibicoff, a director of United
Restaurants. Prior to this sale each of Mr. Shuster and Clarinda Investments,
Inc. owned 50% of the issued and outstanding capital stock of H&H. After such
sale Clarinda Investments, Inc. owned 100% of the capital stock of H&H. The sole
asset of H&H is 1,066,000 shares of the Common Stock of United Restaurants. Due
to his transfer of his interest in H&H, Mr. Shuster has ceased to report as
beneficially owned by him 533,000 shares of Common Stock owned by H&H.
There were no other transactions in the Common Stock by United Leisure
or by Harry Shuster in the past 60 days.
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Harry Shuster and United Leisure may be deemed to be a group due to Mr.
Shuster being the Chairman of the Board, President and Chief Executive Officer
of each of United Leisure and United Restaurants. See Item 2 above. Each of Mr.
Shuster and United Leisure disclaim beneficial ownership of any shares owned by
the other.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Brian Shuster, a director of United Leisure, is the son of Harry
Shuster.
Item 7. Material to be Filed As Exhibits.
Exhibit 1 - Joint Filing Agreement dated December 1, 1996 by and among United
Leisure Corporation and Harry Shuster
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: December 9, 1996
UNITED LEISURE CORPORATION
By: /s/ Harry Shuster
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Harry Shuster, Chairman
of the Board and Chief
Executive Officer
/s/ Harry Shuster
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HARRY SHUSTER
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Exhibit 1
JOINT FILING AGREEMENT
Joint Filing Agreement dated as of December 1, 1996, by and
among United Leisure Corporation, a Delaware corporation ("United Leisure"), and
Harry Shuster, an individual ("Shuster").
1. United Leisure and Shuster hereby agree to jointly file a
Schedule 13D with respect to the acquisition of shares of common stock of United
Restaurants, Inc., a Delaware corporation ("United Restaurants"), by United
Leisure and Shuster.
2. United Leisure and Shuster acknowledge that they may be
deemed a "group" with respect to the shares each has acquired in United
Restaurants by virtue of the fact that Mr. Shuster is the Chairman of the Board
and Chief Executive Officer of each of United Leisure and United Restaurants;
however, each acknowledges that they are not the beneficial owners of the shares
owned by the other and each shall expressly disclaim beneficial ownership of the
shares owned by the other.
3. Each of United Leisure and Shuster acknowledges and agrees
that each is responsible for the filing of the Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein.
UNITED LEISURE CORPORATION
By: /s/ Harry Shuster
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Harry Shuster, President
/s/ Harry Shuster
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HARRY SHUSTER
