<PAGE> 1
Page 1 of 11 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
California Beach Restaurants, Inc.
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(Name of Issuer)
Common Stock
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(Title of Classes of Securities)
129903209
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(CUSIP Number)
Mel Ziontz, Esq.
Bryan Cave LLP
120 Broadway, Suite 300
Los Angeles, CA 90401-2305
(310) 576-2113
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 1999
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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 Sections 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 Section 240.13d-7(b) for
other parties to whom copies are to be sent.
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* 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).
Exhibit Index is Page 9 of 11 Pages
<PAGE> 2
CUSIP NO. 129903209 SCHEDULE 13D Page 2 of 11 Pages
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1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(Entities Only)
Sea Fair Partners, L.P. ("Sea Fair")
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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 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
California
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7 SOLE VOTING POWER
0 shares
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8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 332,478 shares, the voting power with respect to which is
OWNED BY EACH shared with (a) J. Christopher Lewis, and (b) certain
REPORTING shareholders (see Item 5(b)).
PERSON WITH ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
332,478 shares, the dispositive power with respect to
which is shared with J. Christopher Lewis
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
332,478 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)
9.78%
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14) Type of Reporting Person*
PN
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* SEE INSTRUCTIONS
<PAGE> 3
CUSIP NO. 129903209 SCHEDULE 13D Page 3 of 11 Pages
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1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(Entities Only)
Sand and Sea Partners, L.P. ("Sand and Sea")
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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 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
California
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7 SOLE VOTING POWER
0 shares
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,077,478 shares, the voting power with respect to which
is shared with (a) J. Christopher Lewis, and (b) certain
OWNED BY EACH shareholders (see Item 5(b)).
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0 shares
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10 SHARED DISPOSITIVE POWER
1,077,478 shares, the dispositive power with respect to
which is shared with J. Christopher Lewis.
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,077,478 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)
25.80%
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14) Type of Reporting Person*
PN
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* SEE INSTRUCTIONS
<PAGE> 4
CUSIP NO. 129903209 SCHEDULE 13D Page 4 of 11 Pages
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1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(Entities Only)
J. Christopher Lewis ("Lewis")
###-##-####
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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 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 citizen
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7 SOLE VOTING POWER
0 shares
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY 332,478 shares, the voting power with respect to which is
shared with (a) Sea Fair, and (b) certain shareholders
OWNED BY EACH (see Item 5(b)); and an additional 1,077,478
shares, the voting power with respect to which is shared
REPORTING with (a) Sand and Sea, and (b) certain shareholders (see
Item 5(b)).
PERSON WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0 shares
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10 SHARED DISPOSITIVE POWER
332,478 shares, the dispositive power with respect to
which is shared with Sea Fair; and an additional
1,077,478 shares, the dispositive power with respect to
which is shared with Sand and Sea.
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,409,956 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)
33.76%
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14) Type of Reporting Person*
IN
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* SEE INSTRUCTIONS
<PAGE> 5
CUSIP NO. 129903209 SCHEDULE 13D Page 5 of 11 Pages
Item 1. Security and Issuer:
This Amendment No. 4 to Schedule 13D ("Schedule 13D") is filed with
respect to the common stock, par value $.01 per share ("Common Stock") of
California Beach Restaurants, Inc., a California corporation (the "Company"),
whose principal executive offices are located at 17383 Sunset Boulevard, Suite
140, Pacific Palisades, California 90272.
Item 2. Identity and Background:
(a) This Statement is being filed by Sea Fair Partners, L.P. ("Sea
Fair"); Sand and Sea Partners, L.P. ("Sand and Sea"); and J. Christopher Lewis
("Lewis"), who are sometimes collectively referred to as the "Reporting
Persons." The Reporting Persons may be deemed to be a "group" for purposes of
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder (the "Act"), although each expressly disclaims any assertion or
presumption that it or any of the other persons on whose behalf this Statement
is filed constitutes a "group." Neither the filing of this Statement nor the
Agreement [see Exhibit 1] should be construed individually or collectively to be
an admission that any of the Reporting Persons is a member of a "group"
consisting of one or more of the Reporting Persons or any one or more other
persons. Lewis is the General Partner and a limited partner of each of Sea Fair
and Sand and Sea. Each of Sea Fair and Sand and Sea was formed for the express
purpose of purchasing securities of the Company.
(b) The principal business office of each of Sea Fair, Sand and Sea, and
Lewis is 300 South Grand Avenue, Los Angeles, CA 90071.
(c) Lewis' principal occupation is General Partner of Riordan, Lewis &
Haden, a venture capital firm.
(d)-(e) During the last five years, none of the Reporting Persons have
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) 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) Sea Fair and Sand and Sea are each California Limited Partnerships;
Lewis is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration:
Sand and Sea acquired beneficial ownership of 775,000 shares of the
Company's Common Stock issuable upon conversion of a 5% Convertible Subordinated
Note purchased by it. The 5% Convertible Subordinated Note was issued in
consideration of payment to the Company by Sand and Sea of $775,000 in cash,
from Sand and Sea's personal funds. (See Item 4 below.)
<PAGE> 6
CUSIP NO. 129903209 SCHEDULE 13D Page 6 of 11 Pages
Item 4. Purpose of Transaction:
Pursuant to a Note Purchase Agreement among the Company, Sand and Sea
and certain other purchasers, dated as of March 30, 1999 (the "Note Purchase
Agreement") [see Exhibit 2(1)], Sand and Sea purchased from the Company a 5%
Convertible Subordinated Note (the "Note"). The entire principal amount
outstanding under the Note, plus accrued and unpaid interest, may at any time
after March 30, 1999 be converted, in whole or in part, into shares of Common
Stock, par value $0.01 per share of the Company, at the rate of one share for
each $1.00 in principal amount of the Note plus accrued and unpaid interest
applicable to the principal amount so converted on the tenth business day
following the receipt by the Company of written notice of conversion as to all
or any part of the principal amount of the Note.
Sand and Sea's purchase was part of a private financing consisting of
$1,800,000 of the Company's 5% Convertible Subordinated Notes Due March 30,
2003, which raised the funds necessary for the Company to retire approximately
$1,000,000 of indebtedness and to remodel a restaurant operated by a wholly
owned subsidiary of the Company. Certain existing shareholders of the Company
participated in the private placement.
Under the Note Purchase Agreement, the Company has afforded Sand and Sea
and other purchasers thereunder certain incidental and demand registration
rights with respect to the securities of the Company acquired thereunder.
The Reporting Persons do not have any present plans to dispose of or to
acquire additional shares of Common Stock but reserve the right to do so.
Item 5. Interest in Securities of the Issuer:
(a) The Company has outstanding 3,400,930 shares of Common Stock.
Sea Fair is the owner of 332,478 shares of the Company's Common Stock,
which currently represents 9.78% of the Company's outstanding Common Stock.
Sand and Sea is the owner of 302,478 shares of the Company's Common
Stock, which currently represents 8.90% of the Company's outstanding Common
Stock. In addition, under Rule 13d-3 of the Act, Sand and Sea is deemed the
beneficial owner of 775,000 shares of the Company's Common Stock that are
subject to a currently convertible note. Accordingly, Sand and Sea is deemed the
beneficial owner of an aggregate of 1,077,478 shares of the Company's Common
Stock, representing 25.80% of the Company's outstanding Common Stock.
Lewis is the owner of an aggregate of 634,956 shares of the Company's
Common Stock, which currently represents 18.67% of the Company's outstanding
Common Stock. In addition, under Rule 13d-3 of the Act, Lewis is deemed the
beneficial owner of 775,000 shares of the Company's Common Stock that are
subject to a currently convertible note. Accordingly, Lewis is deemed the
beneficial owner of an aggregate of 1,409,956 shares of the Company's Common
Stock, representing 33.76% of the Company's outstanding Common Stock.
<PAGE> 7
CUSIP NO. 129903209 SCHEDULE 13D Page 7 of 11 Pages
(b) See Rows 7 through 10 of the cover page for each Reporting Person.
Sea Fair, Sand and Sea, and Lewis share with the shareholders set forth
below the power to vote 332,478 shares, 1,077,478 shares, and 1,409,956 shares,
respectively, with respect to the election of directors, pursuant to (i) a
Shareholders Agreement among the Company, the Reporting Persons and certain
other shareholders, dated as of March 30, 1990 [see Exhibit 3(2)] and (ii) an
Amendment to Shareholders Agreement among the Company, the Reporting Persons and
certain other shareholders, dated as of February 25, 1991 [see Exhibit 4(3)].
The names and addresses of the shareholders with whom the Reporting
Persons share voting rights with respect to the election of directors are set
forth below:
Eli Broad
1999 Avenue of the Stars, Suite 3170
Los Angeles, California 90067
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
Sand and Sea shares with Lewis voting and dispositive power regarding
any shares of Common Stock (775,000 shares) acquired upon conversion of the
Note.
(c) Other than acquiring the Note described in Item 4 above, the
Reporting Persons have not engaged in any transactions in the capital stock of
the Company within the past 60 days.
(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, Sand and Sea is a party to the Note
Purchase Agreement [see Exhibit 2(1)]. As discussed in Item 5 above, the
Reporting Persons are parties to a Shareholders Agreement [see Exhibit 3(2)] and
an Amendment to Shareholders Agreement [see Exhibit 4(3)].
Item 7. Material to be Filed as Exhibits:
See the Exhibit Index on Page 9 of 11 Pages of this Schedule 13D.
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CUSIP NO. 129903209 SCHEDULE 13D Page 8 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth on this statement is true, complete and
correct.
Date: April 28, 1999
J. Christopher Lewis
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J. Christopher Lewis, General Partner
Sea Fair Partners, L.P.
J. Christopher Lewis
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J. Christopher Lewis, General Partner
Sand and Sea Partners, L.P.
J. Christopher Lewis
- ----------------------------------------
J. Christopher Lewis
<PAGE> 9
Page 9 of 11 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Page
- -------------- ------------------------------------------- -------------------
<S> <C> <C>
1 Agreement to File Joint Statements Page 10 of 11 pages
on Schedule 13D
2 Note Purchase Agreement among the Page 6 of 11 pages
Company, the filing party and certain
other purchasers, dated as of March 30,
1999, including Exhibit A thereto,
the 5% Convertible Subordinated Note
Due March 30, 2003(1)
3 Shareholders Agreement among the Page 7 of 11 pages
Company, the filing party and certain
other shareholders, dated as of
March 30, 1990(2)
4 Amendment to Shareholders Agreement Page 7 of 11 pages
among the Company, the filing party and
certain other shareholders, dated as of
February 25, 1991(3)
</TABLE>
- ------------------
(1) Incorporated by reference to Amendment No. 1 to Schedule 13D filed with
the Commission on April 16, 1999, on behalf of Alan Redhead.
(2) Incorporated by reference to the Company's Form 8-K filed with the
Commission on April 27, 1990.
(3) Incorporated by reference to the Company's Form 10-Q for the Quarter
ended January 31, 1991 and filed with the Commission on March 18, 1991.
<PAGE> 1
Page 10 of 11 Pages
Exhibit 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13D
THIS AGREEMENT is entered into as of the 1st day of April, 1999 by and
among Sea Fair Partners, L.P., a California limited partnership ("Sea Fair");
Sand and Sea Partners, L.P., a California limited partnership ("Sand and Sea");
and J. Christopher Lewis, a United States citizen ("Lewis"), and replaces in its
entirety any prior Agreement or Agreements to File Joint Statements on Schedule
13D by and among Sea Fair, Sea and Sand, and Lewis.
W I T N E S S E T H
WHEREAS, Sea Fair, Sand and Sea and Lewis may be deemed to have held or
to hold beneficial ownership, individually and/or in the aggregate, of more than
five percent of the shares of the Common Stock of California Beach Restaurants,
Inc., a California corporation (the "Common Stock"), as of March 30, 1999;
WHEREAS, the Common Stock has been registered by California Beach
Restaurants, Inc. under Section 12(g) of the Securities Exchange Act of 1934
(the "Act");
WHEREAS, pursuant to Rule 13d-2 under the Act, if a material change
occurs in the facts set forth in the Schedule 13D required by Rule 13d-1 under
the Act, the person or persons who were required to file the statement shall
promptly file with the Securities and Exchange Commission an amendment
disclosing that change; and
WHEREAS, Rule 13d-1(k) under the Act provides that, whenever two or more
persons are required to file a statement on Schedule 13D with respect to the
same securities, only one such statement need be filed, provided such persons
agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements contained herein, the parties hereby agree as
follows:
Each of Sea Fair, Sand and Sea and Lewis hereby agrees, in accordance
with Rule 13d-1(k) under the Act, to file jointly any and all statements and
amended statements on Schedule 13D (the "Statements") which may now or hereafter
be required to be filed by them with respect to the Common Stock beneficially
owned or deemed to be beneficially owned by each of them pursuant to Sections
13(d) and 13(g) of the Act and the rules thereunder.
<PAGE> 2
Page 11 of 11 Pages
Each of Sea Fair, Sand and Sea and Lewis hereby agrees that such
Statements shall be filed jointly on behalf of each of them and that a copy of
this Agreement shall be filed as an exhibit thereto in accordance with Rule
13d-1(k)(iii) under the Act.
Each of Sea Fair, Sand and Sea and Lewis agrees that neither this
Agreement nor the filing of any Statements shall be construed to be an admission
that any of Sea Fair, Sand and Sea and Lewis is a member of a "group" pursuant
to Sections 13(d) and 13(g) of the Act and the rules thereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement or caused
this Agreement to be signed on their behalf by their duly authorized
representatives as of the date first above written.
J. Christopher Lewis
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J. Christopher Lewis, General Partner
Sea Fair Partners, L.P.
J. Christopher Lewis
- ----------------------------------------
J. Christopher Lewis, General Partner
Sand and Sea Partners, L.P.
J. Christopher Lewis
- ----------------------------------------
J. Christopher Lewis
