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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. 1)
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: _____________________
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PRELIMINARY COPY
GRAND HAVANA ENTERPRISES, INC.
1990 WESTWOOD BOULEVARD, PENTHOUSE
LOS ANGELES, CALIFORNIA 90025
----------------------
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 November
__, 1997 to holders of record on November 10, 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 November 10, 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.
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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:
Percentage
Name and Address Number of Shares Ownership
Beneficial Owner(1) Beneficially Owned(2)(3) of Class(3)
- ------------------- ------------------------ -----------
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%
- ---------------
(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.
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(10) Includes stock option to purchase 100,000 shares of Common Stock held
by an officer and director of the Company.
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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.
The Company currently intends to seek up to an additional $3,000,000
in financing through an offering of the Company's Convertible Debentures (the
"Convertible Debentures") to non-U.S. investors pursuant to an exemption
provided by Regulation S promulgated under the Securities Act of 1933, as
amended (the "New Regulation S Offering"). It is currently anticipated that the
Convertible Debentures will bear interest at the rate of 6% per annum and will
be due and payable, if not converted into shares of the Company's Common Stock,
three years after issuance. It is anticipated that 1/3 of the principal amount
of the Convertible Debentures would become convertible 60 days after the sale of
the Convertible Debentures (the "Debenture Closing"), that 2/3 of the principal
amount of the Convertible Debentures would become convertible 90 days after the
Debenture Closing and that the remaining 1/3 of the principal amount of the
Convertible Debentures would become convertible 120 days after the Debenture
Closing. the Convertible Debentures would be convertible at a conversion price
to be negotiated between the Company and the placement agent to be used by the
Company in connection with the New Regulation S Offering. In addition,
investors in the New Regulation S Offering would receive warrants to purchase
25,000 shares of the Company's Common Stock, exercisable at a price to be
negotiated between the Company and the placement agent, for each $100,000 in
principal amount of Convertible Debentures which they purchase in the New
Regulation S Offering. It is anticipated that funds received by the Company
from the New Regulation S Offering would be used for general working capital
purposes, including the development of new Grand Havana House of Cigar retail
stores and the development of additional Grand Havana Room private membership
restaurants and cigar clubs. It is anticipated that the shares of Common Stock
that will be issued upon conversion of the Convertible Debentures, and the
shares of Common Stock that would be receivable upon
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exercise of the warrants to be acquired by the investors in the New
Regulation S Offering, would be from those shares of Common Stock newly
authorized by the Amendment.
The new shares of Common Stock authorized by the Amendment 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 recently concluded an offering of its equity securities
which was exemption from registration pursuant to Regulation S (the "Old
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.
Some of the additional shares of Common Stock authorized in the Amendment may be
used in connection with the exercise of the warrants issued in the Old
Regulation S Offering (although the Company currently has sufficient shares of
Common Stock reserved in order to cover all of the underlying shares of Common
Stock if all of such warrants were exercised as of the date hereof).
No assurance can be given as to whether the Company will obtain any or
all of the funds it may seek from the New Regulation S Offering or any other
financing which the Company may engage in lieu thereof, 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.
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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
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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
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Harry Shuster, Chief Executive Officer
