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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
CinemaStar Luxury Theaters, Inc.
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(Name of Issuer)
Common, Stock Value - No Par Value
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(Title of Class of Securities)
17244C 10 3
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(CUSIP Number)
Daniel Churchill, Esq.
Churchill & Churchill
1610 Fifth Avenue, Moline, Illinois 61265
(309) 762-3643
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 26, 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 / /
(Page 1 of 8 Pages)
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SCHEDULE 13D
CUSIP No. 17244C 10 3 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel Churchill
SS ####-##-####
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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*
PF
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5 CHECK BOX 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
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7 SOLE VOTING POWER
376,000
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8 SHARED VOTING POWER
NUMBER OF SHARES ------------------------------------------------------
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
376,000
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,000
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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)
5.28%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 17244C 10 3 Page 3 of 8
ITEM 1. Security and Issuer.
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This statement relates to shares of Common Stock, no par value,
15,000,000 shares authorized, 7,113,847 shares issued and outstanding as of
March 14, 1997, together with Class A Redeemable Warrants convertible at any
time through February 7, 2000, at $6.00 per share, of CinemaStar Luxury
Theaters, Inc. (the "Company"). The principal executive offices of the
Company are located at CinemaStar Luxury Theaters, Inc., 431 College Blvd.,
Oceanside, CA 92057-5435, IRS Employer No. 33-0451054.
ITEM 2. Identity and Background.
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1. (a) Daniel Churchill
(b) 1610 5th Avenue
Moline, Illinois 61265
(c) Principal Occupation:
Attorney
(d) The Reporting Person has not, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors).
(e) The Reporting Person 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.
(f) United States
ITEM 3. Source and Amount of Funds or Other Consideration.
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The amount of consideration used to acquire the 255,000 shares of
Common Stock for Daniel Churchill individually and/or as Trustee UTA
August 6, 1985 of the Company's Stock and 35,000 Class A Redeemable Warrants
was derived from personal funds of the Reporting Person. The amount of the
consideration used to acquire the 86,000 shares by Illinois Holding Company
was derived from funds of that Company. Illinois Holding Company is a one
bank holding company 100% owned by Daniel Churchill. All shares owned by
the Reporting Person are held in the names of either Daniel Churchill
individually or Daniel Churchill, Trustee UTA August 6, 1985, a revocable
grantor trust owned exclusively by the Reporting Person. A
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SCHEDULE 13D
CUSIP No. 17244C 10 3 Page 4 of 8
schedule of the shares, dates, the prices per share owned by the Reporting
Person and Illinois Holding Company is attached and marked Exhibit 1 to Item
3.
ITEM 4. Purpose of Transaction.
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The Company's stock was acquired for investment in the Company.
Reporting Person may from time to time acquire additional securities of the
Company using personal funds through broker and/or privately negotiated
transactions. Periodically over recent months Reporting Person has
communicated with the Board of Directors and senior management officers of
the Company regarding, among other matters, management's operation of the
Company, the Board's decisions concerning Company policies including the
development of a business plan, public reporting of information and the
addition of persons independent from Company's management to be added to the
Board of Directors. The Reporting Person may continue such communications
with the Company in the future and/or pursue plans or proposals relating to
the foregoing.
Except as described above, the Reporting Person does not have any
present plans or proposals that relate to or would result in (i) the
acquisition by any person of additional securities of the Company or the
disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change
in the present board of directors or management of the Company, including
any plans or proposals to change the number or terms of directors or to fill
any existing vacancies; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material
change in the Company's business or corporate structure; (vii) changes in
the Company's articles of incorporation, regulations or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; (viii) causing a class of securities
of the Company 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 Company becoming eligible for termination
of registration pursuant to Section 12 (g) (4) of the securities Exchange
Act of 1934, as amended; or (x) any action similar to any of those
enumerated above.
The Reporting Person reserves the right to determine in the future to
change the purpose or purposes described above.
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SCHEDULE 13D
CUSIP No. 17244C 10 3 Page 5 of 8
ITEM 5. Interest in Securities of Issuer
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(a) The Reporting Person beneficially owns 376,000 shares,
representing 5.285% of the outstanding shares of the Company based upon
reported issued and outstanding shares on March 7, 1997, of 7,113,847.
(b) The Reporting Person has the sole power to vote and to dispose
of the shares referred to in Item 5(a).
(c) Except as reported in Item 3 hereof, there has been no
transaction in the Common Stock of the Company effected during the past
sixty (60) days by the Reporting Person.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities referred in Item 5(a).
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
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Not applicable.
ITEM 7. Material to be Filed as Exhibits.
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Exhibit 1 to Item 3 detailing dates, shares purchased, and price per
share of securities and company acquired by Reporting Person and Illinois
Holding Company.
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SCHEDULE 13D
CUSIP No. 17244C 10 3 Page 6 of 8
SIGNATURES
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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.
June 30, 1997
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(Date)
/s/ Daniel Churchill
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(Signature)
Daniel Churchill
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(Name and Title)
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SCHEDULE 13D
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EXHIBIT 1A TO ITEM 3
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Daniel Churchill or Daniel Churchill, Trustee UTA August 6, 1985
Common Stock
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<TABLE>
<CAPTION>
No. of Shares Price Per Share Where How
Date Purchased (Sold) (excluding commissions) Transacted Transacted
- ---- --------------- ---------------------- ---------- ----------
<S> <C> <C> <C> <C>
05/96 7,500 7.9375 OTC *
09/96 4,400 5.5625 OTC *
10/96 15,000 4.125 - 5.125 OTC *
11/96 15,100 4.00 - 4.125 OTC *
12/96 119,925 2.52 - 3.875 OTC *
01/97 52,075 2.78125 - 3.125 OTC *
03/97 30,000 1.1875 - 2.28125 OTC *
03/97 5,000 1.25 OTC *
06/97 6,000 1.25 OTC *
Total 255,000
Class A Warrants
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12/96 25,000 1.05 OTC *
06/97 10,000 .325 OTC *
Total 35,000
</TABLE>
* Transactions effected in the over-the-counter market ("OTC") through
standard brokerage accounts maintained by Daniel Churchill,
individually and as Trustee UTA August 6, 1985.
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SCHEDULE 13D
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EXHIBIT 1B TO ITEM 3
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Illinois Holding Co.
Common Stock
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<TABLE>
<CAPTION>
No. of Shares Price Per Share Where How
Date Purchased (Sold) (excluding commissions) Transacted Transacted
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<S> <C> <C> <C> <C>
01/97 22,000 2.875 - 3.125 OTC *
02/97 43,000 2.50 - 2.9375 OTC *
03/97 21,000 2.25 - 2.4375 OTC *
Total 86,000
</TABLE>
* Transactions effected in the over-the-counter market ("OTC") through
standard brokerage accounts maintained by Illinois Holding Co.
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