SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
GRAND HAVANA ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act
Rule 14c-5(g) and O-11
1) Title of each class of securities to which
transaction applies: ______
2) Aggregate number of securities to which transaction
applies: ________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was
determined): Not applicable.
4) Proposed maximum aggregate value of transaction:
Not applicable.
5) Total fee paid: None; no fee required
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid: _____________________
2) Form, Schedule or Registration Statement
No.: ___________
3) Filing Party: __________________________
4) Dated Filed: _____________________
<PAGE>
PRELIMINARY COPY
GRAND HAVANA ENTERPRISES, INC.
1990 Westwood Boulevard, Penthouse
Los Angeles, California 90025
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INFORMATION STATEMENT
Pursuant to Regulation 14C Promulgated Under
The Securities Exchange Act of 1934, as amended
This Information Statement, which is being mailed on or about
October __, 1997 to holders of record on October 28, 1997 of shares of the
common stock, par value $.01 per share (the "Common Stock") of Grand Havana
Enterprises, Inc. (formerly, United Restaurants, Inc.), a Delaware corporation
(the "Company"), is being furnished in connection with the proposed adoption of
a Certificate of Amendment to the Company's Certificate of Incorporation (the
"Amendment") pursuant to the written consent of the holders of a majority of the
Company's outstanding shares of Common Stock.
On October 7, 1997, the Board of Directors of the Company
approved and recommended that the Company's Certificate of Amendment be amended
to increase the number of authorized shares of Common Stock from 22,000,000 to
50,000,000. On October 7, 1997 (the "Record Date") the holders of more than a
majority of the issued and outstanding shares of Common Stock executed a Written
Consent to Corporate Action (the "Written Consent") pursuant to which such
holders approved the Amendment. Such approval by the Board of Directors and by
the holders of a majority of the issued and outstanding shares of Common Stock
is adequate under Delaware law to cause the Amendment to be effected. The
Amendment will become effective upon the filing with the Company of the Written
Consent and the filing of the Amendment with the Secretary of State of Delaware.
The Company anticipates that the filing of the Written Consent with the Company
will occur on or about October 28, 1997 (the record date for determining those
stockholders entitled to notice of corporate action) following which the Company
will prepare and file the Amendment with the Secretary of State of Delaware.
This Information Statement is being provided for informational
purposes only. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
OUTSTANDING STOCK AND VOTING RIGHTS
As of the Record Date, there were 11,799,306 shares of Common
Stock issued and outstanding. Each share of Common Stock entitles its holder to
one vote per share. There are no shares of the Company's authorized preferred
stock currently outstanding.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of
Common Stock as of the Record Date by: (i) each of the Company's officers and
directors, (ii) each person who is known by the Company to own beneficially more
than 5% of the outstanding shares of Common Stock, and (iii) all of the
Company's officers and directors as a group:
<TABLE>
<CAPTION>
Percentage
Name and Address Number of Shares Ownership
Beneficial Owner(1) Beneficially Owned(2)(3) of Class(3)
<S> <C> <C>
Harry Shuster 1,453,466(4) 11.9%
Harvey Bibicoff 1,131,000(5) 9.6%
United Leisure
Corporation 941,666 8.0%
The Venezuela Recovery
Fund N.V.(6) 913,978(7) 7.6%
The International Investment
Group Equity Fund N.V. (6) 1,278,896(8) 10.5%
Officers and directors
as a group (4 people) 2,684,466(4)(5)(9)(10) 21.8%
</TABLE>
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(1) Each person's address is c/o the Company, 1990 Westwood Boulevard,
Los Angeles, California 90025, unless otherwise noted.
(2) Unless otherwise indicated, the Company believes that all persons named
in the table have sole voting and investment power with respect to the
shares of Common Stock beneficially owned by them.
(3) A person is deemed to be the beneficial owner of Common Stock that can
be acquired by such person within 60 days of the date hereof upon the
exercise of warrants or stock options. Except as otherwise specified,
each beneficial owner's percentage ownership is determined by assuming
that warrants and stock options that are held by such person (but not
those held by any other person) and that are exercisable within 60 days
from the date hereof, have been exercised.
(4) Includes 100,000 shares of Common Stock, and warrants to purchase an
additional 100,000 shares of Common Stock, owned by The Harry and Nita
Shuster Charitable Foundation. Includes warrants to purchase 333,333
shares owned by Mr. Shuster. Does not include 941,666 shares owned by
United Leisure Corporation ("United Leisure"), a public company of
which Mr. Shuster is the Chief Executive Officer and a director. Mr.
Shuster is the Chief Executive Officer and a director of the Company.
(5) Includes 315,000 shares owned by Clarinda Investments, Inc. of which
corporation Mr. Bibicoff is the sole shareholder and a director.
Includes 816,000 shares owned by H&H Restaurant Holding Corporation, of
which corporation Mr. Bibicoff is the sole shareholder and a director.
Mr. Bibicoff is a director of the Company.
(6) The address of this shareholder is Kaya Flamboyan 9, P.O. Box 812,
Curacao, Netherlands Antilles.
(7) Includes warrants to purchase 304,666 shares of Common Stock.
(8) Includes warrants to purchase 426,299 shares of Common Stock.
(9) Excludes 941,666 shares of Common Stock owned by United Leisure.
(10) Includes stock option to purchase 100,000 shares of Common Stock
held by an officer and director of the Company.
<PAGE>
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 22,000,000 TO 50,000,000
The Company is currently authorized to issue 22,000,000 shares
of Common Stock and 3,000,000 shares of preferred stock. The Company now
proposes to increase its authorized capital to 50,000,000 shares of Common
Stock. The authorized shares of preferred stock, and its par value, would remain
the same. The par value of the Common Stock will remain at $.01 per share. The
Board of Directors believes that an amendment to the Certificate of
Incorporation to accomplish this purpose is in the best interest of the Company
and its stockholders so as to have available for future issuance additional
authorized but unissued shares of Common Stock in an amount adequate to provide
for the future needs of the Company. The additional shares of Common Stock will
be available for issuance from time to time by the Company at the discretion of
the Board of Directors, normally without further stockholder action (except as
may be required for a particular transaction by applicable law, requirements of
regulatory agencies or by stock exchange rules), for any proper corporate
purpose including, but not limited to, future acquisitions of property or
securities of other entities, equity and convertible debt financing, stock
dividends and stock splits.
Such additional shares will also be available for the possible
exercise of previously issued and outstanding options and warrants which in the
aggregate provide for the purchase of up to 8,359,217 shares of common stock
(although the Company currently has sufficient shares reserved in order to cover
all of these underlying shares if exercised as of the date hereof).
The Company has recently concluded an offering of its
securities pursuant to Regulation S (the "Regulation S Offering") pursuant to
which it sold an aggregate of 3,229,267 units, each unit consisting of one share
of common stock and a warrant to purchase one-half share of common stock
exercisable at a price of $1.50 per share for aggregate gross proceeds to the
Company of approximately $2,650,000. The Company is currently seeking to obtain
additional equity financing for general working capital purposes either from
other foreign investors or from United States investors through a private
placement of its securities. Some of the additional shares of Common Stock
authorized in the Amendment may be used in connection with such additional
equity financing. No assurance can be given as to whether the Company will
obtain any or all of the funds it may seek or what the definitive terms of any
such financing will be; however, the number of shares of Common Stock that may
be issued in connection with any such financing will not exceed the number of
shares currently outstanding together with that number of shares of Common Stock
underlying the outstanding convertible securities of the Company. In view of the
foregoing, coupled with the fact that the Company believes that any shares of
the Company's Common Stock issued in connection with such financing efforts will
be issued, if at all, to several unaffiliated investors the Company does not
believe that any such financing will per se result in a change of control. Prior
to any shareholders meeting, management will be in a position to effectively
continue to control the affairs of the Company.
No shareholder will have statutory preemptive rights regarding
any future issuance of any shares of Common Stock.
The complete text of the proposed Amendment to the Company's
Certificate of Incorporation is set forth as Exhibit A to this Information
Statement.
BY ORDER OF THE
BOARD OF DIRECTORS
Harry Shuster, Chairman
of the Board
<PAGE>
Exhibit A
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
GRAND HAVANA ENTERPRISES, INC.
Grand Havana Enterprises, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That by a Unanimous Written Consent of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said Corporation, declaring said amendment
to be advisable and providing that the written consent of the stockholders to
such amendment should be obtained. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
Corporation be amended by changing the first sentence of the Article
thereof numbered "Fifth" so that, as amended, said sentence of said
Article shall be and read in full as follows:
"FIFTH: The total number of shares of stock which the
Corporation shall have authority to issue is Fifty-Three
Million (53,000,000) shares, consisting of Fifty Million
(50,000,000) shares of Common Stock, par value one cent ($.01)
per share, and Three Million (3,000,000) shares of Preferred
Stock, par value one cent ($.01) per share."
All other provisions of Article Fifth and all other provisions
of the Corporation's Certificate of Incorporation shall remain unchanged and in
full force and effect.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, the
written consent of the stockholders of the corporation was obtained in
accordance with Section 228 of the General Corporation Law, by which consent the
necessary number of shares as required by statute consented to the amendment,
and written notice of action taken by such stockholders' consent has been given
as provided in Section 228 of the General Corporation Law.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
Harry Shuster, an authorized officer, this ___ day of October, 1997.
By ________________________________________
Harry Shuster, Chief Executive Officer
