UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__ )*
International Fast Food Corporation
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
45950Q 10 7
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(CUSIP Number)
Joel D. Mayersohn, Esq., Atlas, Pearlman, Trop, & Borkson, P.A.,
200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301
(954) 763-1200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 14, 1997
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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 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.)
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SCHEDULE 13D
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CUSIP No. 45950Q 10 7 Page 2 of 5 Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(1) Mitchell Rubinson and (2) Edda Rubinson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PERSONAL FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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Number of 7 SOLE VOTING POWER (1) 150,000 SHARES OF COMMON STOCK
(2) NONE
Shares ------------------------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 27,738,569 SHARES OF COMMON STOCK
Owned by ------------------------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER (1) 150,000 SHARES OF COMMON STOCK
Reporting (2) NONE
Person ------------------------------------------------------------------------------
With 10 SHARED DISPOSITIVE POWER 27,738,569 SHARES OF COMMON STOCK
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(1) and (2): 27,738,569 SHARES OF COMMON STOCK
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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)
67.9 % of Common Stock Outstanding as of July 14, 1997
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14 TYPE OF REPORTING PERSON*
INDIVIDUAL(s)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
</TABLE>
<PAGE>
Cusip #45950Q 10 7 Page 3 of 5 Pages
ATTACHMENT
ITEM 1. SECURITY AND ISSUER
This report relates to the Common Stock with $.01 par value of
International Fast Food Corporation (the "Company") whose principal office is
located at 1000 Lincoln Road, Suite 200, Miami Beach, FL 33139.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name:
1. Mitchell Rubinson
2. Edda Rubinson
(b) Business Address:
1. 1000 Lincoln Road, Suite 200
Miami Beach, FL 33139
2. None
(c) Present Principal Occupation:
1. Chairman of the Board, CEO, and
President of IFFC
2. Housewife
(d) Convictions:
1. None
2. None
(e) Suits and Proceedings:
1. None
2. None
(f) Citizenship:
1. U.S.A.
2. U.S.A.
<PAGE>
Cusip #45950Q 10 7 Page 4 of 5 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The acquisition of 3.6% of the securities owned by Mitchell and Edda
Rubinson, described previously, was derived from the conversion of certain
Debentures in June 1997. Mitchell and Edda Rubinson acquired 83.7% of their
securities pursuant to a Merger Agreement (the "Agreement") dated July 14, 1997,
between International Fast Food Corporation, Inc. (the "Company"), IFFC
Acquisition, Inc., a wholly owned subsidiary of the Company ("Acquisition Sub"),
and Litigation Funding, Inc. ("Funding").
ITEM 4. PURPOSE OF THE TRANSACTION
The aforementioned securities were acquired for investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mitchell and Edda Rubinson would be deemed to be the beneficial owner of
27,738,569 shares of Common Stock of the Company. Mitchell Rubinson is the sole
beneficial owner of 150,000 of the securities as mentioned in Item 6 below. Edda
Rubinson does not solely beneficially own any shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Mitchell Rubinson has an option to purchase 150,000 shares of Common
Stock, that is exercisable immediately at a price of $.40 per share. Such figure
includes 80,000 outstanding shares of Common Stock presently owned by Mitchell
and Edda Rubinson which are subject to an option granted to Whale Securities
Co., to purchase at any time until August 30, 1998 at a purchase price of $5.50
per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Stock Option Agreement dated February 1, 1993.
2. Stock Option Agreement dated May 21, 1992
3. Unanimous Consent of the Board of Director of IFFC, dated July 1,
1997, re: Stock Option Agreement
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Cusip #45950Q 10 7 Page of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ Mitchell Rubinson
Date: August 4, 1997 --------------------------------
Mitchell Rubinson
/s/ Mitchell Rubinson
--------------------------------
Edda Rubinson
INTERNATIONAL FAST FOOD CORPORATION
1992 STOCK OPTION PLAN
___________________________
NONQUALIFIED STOCK OPTION AGREEMENT
1. GRANT OF OPTION. As of February 1, 1993, International Fast Food
Corporation, a Florida corporation (the "Company"), hereby grants to Mitchell
Rubinson (the "Optionee") , an option (the "Option") to acquire 50,000 shares of
the Common Stock, $0.01 par value, of the Company pursuant to the Company's 1992
Stock Option Plan (the "Plan"), the terms and conditions of which are
incorporated herein for all purposes. The Optionee hereby acknowledges receipt
of the Plan and agrees to be bound by all of the terms and conditions hereof and
thereof.
2. Definitions. Unless otherwise provided herein, terms used herein
that are defined in the Plan and not defined herein shall have the meanings
attributed thereto in the Plan.
3. EXERCISE PRICE. The exercise price per share of the Shares subject
to this Option is $8.50.
4. EXERCISE SCHEDULE. Except as otherwise provided in Sections 7 and 8
of the Plan, this Option shall be immediately exercisable in whole or in part
until January 31, 2003.
5. TRANSFERABILITY. This Option is not transferable otherwise than by
will or the laws of descent and distribution and during the lifetime of the
Optionee is exercisable only by the Optionee.
6. TERMINATION OF OPTION. Any unexercised portion of this Option shall
automatically and without notice terminate and become null and void as provided
in Section 9 of the Plan.
7. NO RIGHT TO CONTINUED EMPLOYMENT. This Option shall not confer upon
the Optionee any right to continued employment.
8. LAW GOVERNING. This Agreement shall be governed in accordance with
and governed by the internal laws of the State of Florida.
9. INTERPRETATION. The Optionee accepts this Option subject to all the
terms and provisions of the Plan and this Agreement. The undersigned Optionee
hereby accepts as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions arising under the Plan and this Agreement.
<PAGE>
10. Notices. Any notice under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and addressed,
in the case of the Company, to the Company's Secretary at 1000 Lincoln Road,
Suite 200, Miami Beach, Florida 33139, or if the Company should move its
principal office, to such principal office, and, An the case of the Optionee, to
the Optionee's last permanent address as shown on the Company's records, subject
to the right of either party to designate some other address at any time
hereafter in a notice satisfying the requirements of this Section.
COMPANY:
INTERNATIONAL FAST FOOD CORPORATION
By: /s/ Harry H. Grindrod
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Harry H. Grindrod,
Senior Vice President
OPTIONEE
/s/ Mitchell Rubinson
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Mitchell Rubinson
INTERNATIONAL FAST FOOD CORPORATION
1992 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
1. GRANT OF OPTION. As of May 21, 1992, International Fast Food
Corporation, a Florida corporation (the "Company"), hereby grants to Mitchell
Rubinson (the "Optionee), an option (the #Option") to acquire 100,000 shares of
the common Stock, $0.01 par value, of the Company pursuant to the Company's 1992
Stock Option Plan (the "Plan"), the terms and conditions of which are
incorporated herein for all purposes. The Optionee hereby acknowledges receipt
of the Plan and agrees to be bound by all of the terms and conditions hereof and
thereof.
2. DEFINITIONS. Unless otherwise provided herein, terms used herein
that are defined in the Plan and not defined herein shall have the meanings
attributed thereto in the Plan.
3. EXERCISE PRICE. The exercise price per share of the Shares subject
to this Option is $5.00.
4. EXERCISE SCHEDULE. Except as otherwise provided in Sections 7 and 8
of the Plan, this Option shall be immediately exercisable in whole or in part
until May 20, 2002.
5. TRANSFERABILITY. This Option is not transferable otherwise than by
will or the laws of descent and distribution and during the lifetime of the
Optionee is exercisable only by the Optionee.
6. TERMINATION OF OPTION. Any unexercised portion of this Option shall
automatically and without notice terminate and become null and void as provided
in Section 9 of the Plan.
7. NO RIGHT TO CONTINUED EMPLOYMENT. This Option shall not confer upon
the Optionee any right to continued employment.
8. LAW GOVERNING. This Agreement shall be governed in accordance with
and governed by the internal laws of the State of Florida.
9. INTERPRETATION. The Optionee accepts this Option subject to all the
terms and provisions of the Plan and this Agreement. The undersigned Optionee
hereby accepts as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions arising under the Plan and this Agreement.
10. NOTICES. Any notice under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and addressed,
<PAGE>
in the case of the Company, to the Company's Secretary at 1000 Lincoln Road,
Suite 200, Miami Beach, Florida 33139, or if the Company should move its
principal office, to such principal office, and, in the caws of the Optionee, to
the Optionee's last permanent address as shown on the Company's records, subject
to the right of either party to designate some other address at any time
hereafter in a notice satisfying the requirements of this Section.
COMPANY:
INTERNATIONAL FAST FOOD CORPORATION
By: /s/ Harry H. Grindrod
--------------------------------------
Harry H. Grindrod,
Senior Vice President
OPTIONEE
/s/ Mitchell Rubinson
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Mitchell Rubinson
UNANIMOUS CONSENT
OF
THE BOARD OF DIRECTORS
OF
INTERNATIONAL FAST FOOD CORPORATION
The undersigned, being all of the directors of International Fast Food
Corporation, a Florida corporation (the "Company"), pursuant to the provisions
of Section 607.0821 of the Florida Business Corporations Act, do hereby agree
and consent that when all of the directors have signed this consent or an exact
counterpart hereof, each of which counterparts when taken together shall
constitute but one and only one consent, the resolutions set forth below shall
be deemed to have been adopted, to the same extent and with the same force and
effect as if adopted at a formal meeting of the Company's Board of Directors
duly called and held for the purpose of acting upon proposals to adopt such
resolutions.
WHEREAS the Company has entered into Stock Option Agreements with Mitchell
Rubinson dated May 21, 1992 and February 1, 1993, and with Joanna Makowska dated
May 1, 1995.
WHEREAS at the present market value of the common stock of the Company,
the options granted pursuant to the 1992 Stock Option Plan are (out of the
money) and it has been recommended that the Company adjust the exercise price of
the option.
RESOLVED the Board of Directors hereby authorize that the Stock Option
Agreements with Mitchell Rubinson and Joanna Makowska be amended to adjust the
exercise price to equal the fair market value of the shares underlying each such
option as of the date of this Unanimous Consent.
2. GENERAL RATIFICATION AND AUTHORIZATION
RESOLVED, that in addition to and without limiting the foregoing, the
appropriate officers of the Company be, and each of them hereby is, authorized,
directed and empowered to take, or cause to be taken, on behalf of the Company
such further action, and to execute and deliver, or cause to be delivered, for
and in the name and on behalf of the Company, all such instruments and documents
as such officer may deem appropriate in order to effect the purpose and intent
of the foregoing resolutions (as conclusively evidenced by the taking of such
action or the execution and delivery of such instruments and documents, as the
case may be), and all actions heretofore taken by the officers and agents of the
Company in connection with the subject of the foregoing recitals and resolutions
be, and they hereby are, approved, ratified and confirmed in all respects as the
act and deed of the Company.
<PAGE>
IN WITNESS WHEREOF, the undersigned have duly executed this Unanimous
Consent, which shall be effective as of July 1, 1997.
DIRECTORS:
/s/ Mitchell Rubinson
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Mitchell Rubinson
/s/ Mark Rabinowitz
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Mark Rabinowitz
/s/ James F. Martin
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James F. Martin
/s/ James F. Martin
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James F. Martin
/s/ Larry H. Schatz
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Larry H. Schatz
