UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
CALIFORNIA BEACH RESTAURANTS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
4496246 10 S
(CUSIP Number)
Alan Redhead, Chief Executive Officer
17383 Sunset Boulevard, Suite 140
Pacific Palisades, California 90272
(310) 459-9676
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
N\A
(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 [X].
Check the following box if a fee is being paid with the 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 five
percent or less 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 4496246 10 S
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Eli Broad
Social Security No. ###-##-####
2 Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source Of Funds*
AF -- See Item 3
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
United States of America
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
0
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
228,345 Shares of Common Stock -- See Item 4
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
228,345 Shares of Common Stock -- See Item 4
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned By Each Reporting Person
228,345 Shares of Common Stock.
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares*
[ ]
13 Percent Of Class Represented By Amount In Row (11)
6.7%
14 Type Of Reporting Person
IN
* See attached continuation page.
<PAGE>
This Amendment No. 3 relates to securities of the Company (defined
below) held by Mr. Eli Broad. On October 30, 1995, the Company
mandatorily redeemed $9,746 principal amount of its 9-3/4% Convertible
Subordinated Notes held by Mr. Broad. In addition, (i) on May 1, 1995,
168,036 shares of Series A Convertible Preferred Stock owned by Mr. Broad
were automatically converted into 164,800 shares of Common Stock and (ii)
on October 30, 1995, $27,919 of 9-3/4% Convertible Subordinated Notes
("Notes") were automatically converted into 33,503 shares of Common Stock.
This Amendment No. 3 amends and restates in its entirety the
Schedule 13D dated April 27, 1990 filed by Mr. Broad, as amended. The
exhibits filed with the original filing and Amendment No. 1 are
incorporated herein by reference.
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 per
share (the "Common Stock"), of California Beach Restaurants, Inc. (the
"Company"), formerly I.H.V. Corp. The Company's principal executive
offices are located at 17383 Sunset Boulevard, Suite 140, Pacific
Palisades, CA 90272.
Item 2. Identity and Background
The person filing this statement is Mr. Eli Broad. His principal
business address is 1999 Avenue of the Stars, Suite 3170, Los Angeles,
California 90067. Mr. Broad's principal business occupation is Chairman
of Sun America Inc. Mr. Broad is a United States citizen.
Mr. Broad has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
Mr. Broad has not, during the last five years, 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.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Broad has used personal funds to purchase the securities
referenced in Item No. 4 below.
Item 4. Purpose of Transaction
1. Pursuant to a Securities Purchase Agreement among the Company,
Robert J. Morris, Richard S. Stevens, California Beach Capital, Inc., a
California corporation ("CBC"), dated April 10, 1990, Mr. Broad and
certain other purchasers set forth on the signature pages therein
(collectively, the "Purchasers") (See Item 5), purchased 4,166,666 shares
of Common Stock (pre-split) for $2,500,000 in cash, of which amounts Mr.
Broad purchased 1,000,000 shares of Common Stock (pre-split) for $600,000
in cash.
The purpose of the transaction was for Mr. Broad to take advantage
of an attractive investment opportunity. Pursuant to the transaction, Mr.
Broad obtained control of approximately 9.6% of the voting power of the
Company and the right to elect with the other Purchasers two directors as
described below.
As a condition to the closing of the Securities Purchase
Agreement, the Company, Mr. Morris, Mr. Stevens, CBC and the Purchasers
entered into a Shareholders Agreement (the "1990 Shareholders Agreement")
pursuant to which Mr. Morris, Mr. Stevens, CBC and the Purchasers agreed
to vote its or his shares of Common Stock in a manner that would elect to
the Board of Directors of the Company (the "Board") (i) two individuals
designated by the Purchasers holding a majority of the Common Stock held
by them (initially, J. Christopher Lewis and Robert Schultz), (ii) two
individuals designated by CBC (initially, Messrs. Morris and Stevens) and
(iii) one individual designated by the above elected Directors and
approved by CBC and the Purchasers holding a majority of the shares of
Common Stock held by them.
2. Pursuant to a Securities Purchase Agreement among the Company,
each Partnership and certain other purchasers, dated as of December 22,
1994 ("Securities Purchase Agreement"), Mr. Broad purchased 168,036 shares
of Series A Convertible Preferred Stock of the Company for $137,334 in
cash and $37,666 principal amount of 9-3/4% Convertible Subordinated Notes
due October 31, 1995 ("Subordinated Notes") of the Company.
Mr. Broad's purchase was part of a private financing which raised
the funds necessary to implement the Company's restructuring of its bank
debt, including associated costs, and other Company financial obligations.
Certain existing shareholders, including Mr. Broad, as well as new
investors and members of management of the Company participated in the
private placement. Mr. Broad's purchase was part of a total investment of
$1,600,000 by private investors, consisting of $817,290 of Preferred Stock
and $782,710 of Subordinated Notes.
Each share of Preferred Stock automatically converted into .980748
shares of Common Stock (or a total of 123,599 shares for Mr. Broad) on May
1, 1995, upon the filing of a Certificate of Amendment to the Articles of
Incorporation of the Company, effecting a 33.286962 for one reverse stock
split.
The Company mandatorily redeemed from Mr. Broad $9,746 principal
amount of Subordinated Notes on October 30, 1995.
The unredeemed Subordinated Notes ($27,919) converted into Common
Stock at the rate of one share for each $.83333 in principal amount of
each Subordinated Note (or a total of 33,503 shares for Mr. Broad) on
October 30, 1995.
The Company currently has 3,400,975 shares of Common Stock
outstanding, not including 600,000 shares reserved for the grant of
options to management.
Item 5. Interest in Securities of the Issuer
(a) Mr. Broad is currently the direct owner of 228,345 shares of
Common Stock which represents approximately 6.7% of the currently
outstanding Common Stock of the Company.
(b) Mr. Broad shares the power to vote the shares of Common
Stock held by it with respect to the election of directors as provided in
the 1990 Shareholders Agreement discussed in Item 4 above and which is
incorporated herein by reference.
The names and addresses of the Purchasers with whom Mr. Broad
shares voting rights with respect to the election of directors are set
forth below:
Sea Fair Partners
300 South Grand Avenue, 29th Floor
Los Angeles, California 90071
Sand and Sea Partners
300 South Grand Avenue, 29th Floor
Los Angeles, California 90071
Mr. J. Christopher Lewis
300 South Grand Avenue, 29th Floor
Los Angeles, California 90071
W. R. Grace & Co.
1114 Avenue of the Americas
New York, New York 10036
Cushman/Sea View Partners
333 South Grand Avenue, Suite 4000
Los Angeles, California 90071
Cushman K/Sea View Partners
333 South Grand Avenue, Suite 4000
Los Angeles, California 90071
(c) Mr. Broad is not engaged in any transactions in the capital
stock of the Company.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As discussed in Item 4 above, Mr. Broad is a party to the
Securities Purchase Agreement and the 1990 Shareholder Agreement, all of
which are incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Not applicable.
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: February 13, 1996
/s/ Eli Broad
