GRAND HAVANA ENTERPRISES INC
8-K, 1997-10-15
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K


               Current Report Pursuant to Section 13 or 15 (d) of
                       The Securities Exchange Act of 1934


                        Date of Report: October 14, 1997


                         Grand Havana Enterprises, Inc.
           (Exact name of the registrant as specified in its charter)



   Delaware                      0-24828                            95-442837
(State or other                (Commission                       (IRS Employer
  jurisdiction of              File Number)                       I.D. Number)
  Incorporation)


             1990 Westwood Blvd., Los Angeles, CA.                     90025
             (Address of principal executive offices)               (Zip Code)


                              (310) 475-5600
                         Registrant's telephone number,
                               including area code


                            United Restaurants, Inc.
          (Former name or former address, if changed from last report)







<PAGE>


Item 9.  Sales of Equity Securities Pursuant to Regulation S.

         On October 14, 1997,  Grand Havana  Enterprises,  Inc. (the  "Company")
concluded a Regulation S offering of 3,229,267  units, to a total of 10 non-U.S.
investors,  each unit  consisting  of one share of Common Stock and a warrant to
purchase  1/2 share of  Common  Stock  exercisable  at $1.50 per share of Common
Stock for aggregate gross proceeds to the Company of  approximately  $2,650,000.
In connection  with this  offering,  the Company paid a placement fee to Baytree
Associates,  Incorporated,  the selling agent, of 10%, a non-accountable expense
allowance  of 3%, and,  in  addition,  delivered  a warrant to purchase  600,000
shares of Common Stock  exercisable  at $.85 per share as a finder's  fee.  This
offering  was exempt from  registration  under the  Securities  Act of 1933,  as
amended, pursuant to Regulation S promulgated thereunder.

                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned duly authorized.

                                                GRAND HAVANA ENTERPRISES, INC.



Date:    October 14, 1997                   BY:         /s/ Stanley Shuster
                                               ----------------------------
                                                           Stanley Shuster
                                                   Executive Vice President



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