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--SCHEDULE 13D--
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GRAND HAVANA ENTERPRISES, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
911379105
_______________________________________________________________
(CUSIP Number)
Lance Jon Kimmel, Richman, Lawrence, Mann, Chizever & Phillips
9601 Wilshire Boulevard, Penthouse, Beverly Hills, CA 90210, Tel. (310) 274-8300
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 3, 1999
_______________________________________________________________
(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 [_].
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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SCHEDULE 13D
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CUSIP NO. PAGE 2 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United Leisure Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 966,666
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 966,666
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
966,666
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP NO. PAGE 3 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harry Shuster
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 533,333
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 533,333
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
533,333
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value $.01 per share (the
"Common Stock"), of Grand Havana Enterprises, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 1990
Westwood Boulevard, Los Angeles, California 90025.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by United Leisure Corporation, a Delaware
corporation ("ULC") and Harry Shuster ("Shuster" and collectively, the
"Reporting Persons").
ULC is primarily involved in the development and licensure of proprietary
interactive Internet technology. The Company's other business consists of
children's recreational activities and investments in affiliated companies. The
principal executive offices of ULC are located at 1990 Westwood Boulevard, Los
Angeles, California 90025.
Shuster is a natural person who is Chairman of the Board, Chief Executive
Officer, President and a principal shareholder of the Issuer and of ULC. His
business address is 1990 Westwood Boulevard, Los Angeles, California 90025.
During the last five years, neither ULC nor Shuster has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has either ULC or Shuster 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.
The names, business addresses and occupational information for each
executive officer and director of ULC are set forth in Schedule I hereto. To
the best knowledge of the Reporting Persons, none of the individuals listed on
Schedule I has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such person 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.
1
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of the Reporting Person's consideration for his purchases of the
Issuer's Common Stock on June 4, 1999 was 250,000 shares of the common stock of
ULC which Shuster owned. The closing price on such date of ULC stock as quoted
on the OTC Bulletin Board was $1.50 per share.
ITEM 4. PURPOSE OF TRANSACTION
On June 4, 1999, Shuster acquired 2,315,375 shares of the Issuer's Common
Stock and warrants to purchase 1,157,689 shares of the Issuer's Common Stock,
from other stockholders of the Issuer, as part of the settlement of litigation
threatened to be brought by those stockholders against the Issuer and certain
individuals, including Shuster.
In June 1999, Shuster sold all the shares he owns of the Issuer's Common
Stock, except for (i) 100,000 shares of the Issuer's Common Stock and (ii)
warrants to purchase 433,333 shares of the Issuer's Common Stock. These sales
were made in privately-negotiated transactions with his son, Stanley Shuster.
Stanley Shuster is the Chairman of the Board, President, Chief Executive Officer
and a director of the Issuer, which positions he assumed on May 24, 1999.
Control of the Issuer may deemed to have changed from Harry Shuster to Stanley
Shuster as a result of these sales. See Item 5 regarding determination of
beneficial ownership of the securities sold to Stanley Shuster.
Shuster is the former Chairman of the Board, President, Chief Executive
Officer and a director of the Issuer, which positions he resigned on May 24,
1999.
Shuster is the former Chairman of the Board, President, Chief Executive
Officer and a director of ULC, which positions he resigned on May 24, 1999.
Shuster is a principal shareholder of ULC and disclaims beneficial ownership of
the 966,666 shares of the Issuer's Common Stock owned by ULC.
The Reporting Persons will continue to evaluate their ownership and voting
position in the Issuer and may consider the following future courses of action:
(i) continuing to hold the Common Stock for investment; (ii) disposing of all or
a portion of the Common Stock in open market sales or in privately-negotiated
transactions; or (iii) acquiring additional shares of Common Stock in open
market or in privately-negotiated transactions. Shuster does not have any
present intention of acquiring additional shares of the Issuer's Common Stock.
Except as set forth herein, the Reporting Persons have no present intent or
proposals that relate to or would result in:
2
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(i) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of Directors or to fill any vacancies on
the Board; (v) any material change in the present capitalization or dividend
policy of the Issuer; (vi) any other material change in the Issuer's business or
corporate structure; (vii) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or actions which may impede the acquisition of
control of the Issuer by any person; (viii) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (x) any action similar to those enumerated above.
The Reporting Persons reserve the right to determine in the future whether
to change the purpose or purposes described above or whether to adopt plans or
proposals of the type specified above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On April 15, 1999, Shuster acquired 2,514,368 shares of the Issuer's Common
Stock in a private transaction from certain of the Issuer's stockholders in
connection with the settlement of litigation brought by those stockholders
against the Issuer and certain individuals, including Shuster. On June 11, 1999,
Shuster sold the aforesaid 2,514,368 shares of the Issuer's Common Stock to his
son, Stanley Shuster.
On June 3, 1999, Shuster sold 920,133 shares of the Issuer's Common Stock
to his son, Stanley Shuster.
On June 4, 1999, Shuster acquired 2,315,375 shares of the Issuer's Common
Stock and warrants to purchase 1,157,689 shares of the Issuer's Common Stock,
from other stockholders of the Issuer, as part of the settlement of litigation
threatened to be brought by those stockholders against the Issuer and certain
individuals, including Shuster. The purchase price for these shares of Common
Stock and warrants was 250,000 shares of the Common Stock of ULC owned by
Shuster. ULC is an affiliate of the Issuer. On June 11, 1999, Shuster sold the
aforesaid 2,315,375 shares of the Issuer's Common Stock and the warrants to
purchase 1,157,689 shares of the Issuer's Common Stock to his son, Stanley
Shuster.
3
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There were no other transactions in the Issuer's Common Stock by the
Reporting Persons in the past 60 days.
As of the close of business on June 20, 1999, ULC beneficially owned
966,666 shares of the Issuer's Common Stock, or 6.8% of the class outstanding.
ULC has the sole power to vote or direct the vote, and the sole power to dispose
of or direct the disposition of, the 966,666 shares of the Issuer's Common Stock
which he beneficially owns.
Because the terms of the transactions pursuant to which Stanley Shuster
purchased from Harry Shuster the aggregate 5,749,876 shares of the Issuer's
Common Stock and warrants to purchase 1,157,689 shares of the Issuer's Common
Stock included a promissory note, secured pursuant to a pledge of the purchased
securities, and the effect of such transactions resulted in a change of control
of the Issuer, under applicable rules of the Securities Exchange Act of 1934, as
amended, Shuster may be deemed to be the beneficial owner of the aforesaid
5,749,876 shares of the Issuer's Common Stock and warrants to purchase 1,157,689
shares of the Issuer's Common Stock, which warrants are presently exercisable
but not in-the-money.
Based solely on those rules, as of the close of business on June 20, 1999,
Shuster beneficially owned 7,440,898 shares of the Issuer's Common Stock, or
48.5% of the class outstanding. Included in this amount are (i) warrants to
purchase 433,333 shares of the Issuer's Common Stock, which warrants are
presently exercisable but not in-the-money, (ii) the 5,749,876 shares of the
Issuer's Common Stock which were sold to Stanley Shuster and as to which Harry
Shuster disclaims beneficial ownership and (iii) the warrants to purchase
1,157,689 shares of the Issuer's Common Stock which were sold to Stanley Shuster
and as to which Harry Shuster disclaims beneficial ownership. Excluded from
this amount are the 966,666 shares of the Issuer's Common Stock owned by ULC as
to which Shuster disclaims beneficial ownership.
Shuster claims beneficial ownership as to 533,333 shares of the Issuer's
Common Stock, or 3.7% of the class outstanding as of the close of business on
June 20, 1999. Shuster has the sole power to vote or direct the vote, and the
sole power to dispose of or direct the disposition of, the 533,333 shares of the
Issuer's Common Stock as to which he claims beneficial ownership.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Shuster and ULC may be deemed to be a group due to Shuster's status as a
principal shareholder of ULC. Shuster disclaims beneficially ownership of any
shares owned by ULC.
Brian Shuster, Chairman of the Board, President, Chief Executive Officer
and a director of ULC, is the son of Harry Shuster.
4
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
Date: July 9, 1999 UNITED LEISURE CORPORATI0N
By /s/ Brian Shuster
------------------------------------------
Brian Shuster
Chairman of the Board, President and Chief
Executive Officer
/s/ Harry Shuster
------------------------------------------
Harry Shuster
5
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Schedule I to Schedule 13D
<TABLE>
<CAPTION>
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Name Position Address
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<S> <C> <C>
Brian Shuster Chairman of the 1990 Westwood Boulevard
Board, President, Los Angeles, CA 90025
Chief, Executive
Office, President and
Director
- ---------------------------------------------------------------------------------
Alvin Alexander Director 4625 Sylmar Avenue #306
Sherman Oaks, CA 91423
- ---------------------------------------------------------------------------------
Alvin Cassel Director 201 South Biscayne
Boulevard
Suite 3000
Miami, FL 33131
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J. Brooke Johnston Director Baker Johnston & Wilson
One Independence Plaza,
Suite 322
Birmingham, AL 35209
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</TABLE>
6
