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)
October 30, 1995
(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
Sea Fair Partners, L.P.
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
California
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
332,478 Shares of Common Stock -- *See Item 4
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
332,478 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
332,478 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)
9.8%
14 Type Of Reporting Person
PN*
* See attached continuation page.
<PAGE>
SCHEDULE 13D
CUSIP No. 4496246 10 S
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Sand and Sea Partners, L.P.
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
California
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
332,478 Shares of Common Stock -- *See Item 4.
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
332,478 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
332,478 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)
9.8%
14 Type Of Reporting Person*
PN*
* See attached continuation page.
<PAGE>
SCHEDULE 13D
CUSIP No. 4496246 10 S
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
J. Christopher Lewis
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 citizen
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
664,956 Shares of Common Stock -- *See Item 4
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
664,956 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
664,956 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)
19.6%
14 Type Of Reporting Person*
IN
<PAGE>
This Amendment No. 3 relates to securities of the Company (defined
below) held by Sand and Sea Partners, L.P., a California Limited
Partnership ("Sand and Sea"), Sea Fair Partners, L.P., a California
Limited Partnership ("Sea Fair") and Mr. Christopher Lewis, the general
partner of each Partnership. Each of Sand and Sea and Sea Fair are
referred to herein as a "Partnership."
This Amendment No. 3 relates to the mandatory redemption by the
Company on October 30, 1995, of $54,211 of its 9-3/4% Convertible
Subordinated Notes owned by each Partnership from each Partnership. In
addition, on May 1, 1995, the 126,026 shares of Series A Convertible
Preferred Stock owned by each Partnership were automatically converted
into 123,599 shares of Common Stock and on October 30, 1995, $155,289 of
the Subordinated Notes owned by each Partnership were converted into
186,347 shares of Common Stock.
<PAGE>
This Amendment No. 3 amends and restates in its entirety the 13D
filed by each of Sand and Sea and Sea Fair on April 23, 1990, and as
amended. The exhibits filed originally and with 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 persons filing this statement are Sand and Sea, Sea Fair and
Lewis. Each Reporting Person's principal business and office is located
at 300 South Grand Avenue, 29th Floor, Los Angeles, California 90071.
Each Partnership was formed for the express purpose of purchasing
securities of the Company.
J. Christopher Lewis is a general partner of each Partnership.
Mr. Lewis' business address is 300 South Grand Avenue, 29th Floor, Los
Angeles, California 90071. Mr. Lewis' principal occupation is general
partner of Riordan, Lewis and Haden, a venture capital firm. Mr. Lewis is
a United States citizen.
Neither Mr. Lewis nor either Partnership has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Neither Mr. Lewis nor either Partnership has, 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
Each Partnership obtained from its partners the $450,000 and
$312,500 used 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"), the Partnerships and certain other
purchasers set forth on the signature pages therein, at (collectively, the
"Purchasers") dated April 10, 1990, the Purchasers purchased 4,166,666
shares of Common Stock (pre-split) for $2,500,000 in cash, of which
amounts each Partnership purchased 750,000 shares of Common Stock (pre-
split) for $450,000 in cash.
The purpose of the transaction was for the Partnerships to take
advantage of an attractive investment opportunity. Pursuant to the
transaction, the Partnerships obtained control of at least 7.2% 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"), each Partnership purchased 126,026
shares of Series A Convertible Preferred Stock of the Company for $103,000
in cash and $209,500 principal amount of 9 3/4 % Convertible Subordinated
Notes due October 31, 1995 ("Subordinated Notes") of the Company.
Each Partnership'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 the Partnerships,
as well as new investors and members of management of the Company
participated in the private placement. The Partnerships' 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
Partnership purchased its securities for $312,500.
Each share of Preferred Stock was automatically converted into
.980748 shares of Common Stock (or a total of 123,599 shares for each
Partnership) 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 each Partnership $54,211
principal amount of Notes on October 30, 1995.
The unredeemed Subordinated Notes ($155,289 for each Partnership)
converted into Common Stock at the rate of one share for each $.83333 in
principal amount of each Subordinated Note (or a total of 186,347 shares
for each Partnership) on October 30, 1995.
The Company currently has 3,400,975 shares of Common Stock
outstanding, not including approximately 600,000 shares reserved for the
grant of options to management.
As a condition to the closing of the Securities Purchase
Agreement, each Partnership and the Bank of America N.T. & S.A. (the
"Bank") entered into a Shareholders and Noteholders Agreement dated as of
December 22, 1994 (the "Shareholders Agreement") pursuant to which each
Partnership agreed to vote its shares of Common Stock in a manner that
would elect to the Board of Directors of the Company (the "Board") two
individuals designated by the Bank. The Shareholder Agreement is subject
to the 1990 Shareholders Agreement among each Partnership and other
investors in a 1990 private placement of Common Stock in the Company. The
1990 Shareholders Agreement provides that each Partnership and other
investors will cause certain representatives of the investor group to be
nominated to the Board. (The 1990 Shareholders Agreement has been amended
to delete all references to California Beach Capital, Inc. and Mr. Robert
J. Morris.)
The "Stock Agreement" referenced in such original filing has been
terminated.
Item 5. Interest in Securities of the Issuer
(a) Each Partnership is currently the direct owner of 332,478
shares of Common Stock which represents approximately 9.8% of the
currently outstanding Common Stock of the Company.
Lewis is currently the beneficial owner of 664,956 shares of
Common Stock, which represents approximately 19.6% of the currently
outstanding Common Stock of the Company.
(b) Each Partnership and Lewis shares the power to vote the
shares of Common Stock held by it with respect to the election of
directors as provided in the Shareholders Agreement and 1990 Shareholders
Agreement discussed in Item 4 above and which is incorporated herein by
reference.
The names and addresses of the Purchasers with whom the
Partnership and Mr. Lewis share voting rights with respect to the election
of directors are set forth below:
W. R. Grace & Co.
1114 Avenue of the Americas
New York, New York 10036
Eli Broad
11601 Wilshire Boulevard, 12th Floor
Los Angeles, California 90025
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) Each of the Partnership and Lewis are 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, each Partnership is a party to the
Securities Purchase Agreement, the Shareholder 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 14, 1996
SAND AND SEA PARTNERS, L.P.
By: /s/J. Christopher Lewis
Its: General Partner
SEA FAIR PARTNERS, L.P.
By: /s/J. Christopher Lewis
Its: General Partner
/s/J. Christopher Lewis
