<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Country Star Restaurants, Inc.
-------------------------------------------------
(Name of Issuer)
Preferred Stock, Par Value $0.001
-------------------------------------------------
(Title of Class of Securities)
222361206
-------------------------------------------------
(CUSIP Number of Class of Securities)
Patricia Renda
WisdomTree Associates, L.P.
1633 Broadway, 38th Floor
New York, New York 10019
(212) 843-2782
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Roger D. Blanc
Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022
(212) 821-8000
January 26, 1996
-------------------------------------------------
(Date of Event which Requires
Filing of this Schedule)
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: [ ]
Check the following box if a fee is being paid with
this statement: [X]
<PAGE>2
SCHEDULE 13D
CUSIP No. 222361206
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Capital Management, Inc. I.D. #13-3729429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Preferred Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 130,000 shares of Preferred Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Preferred Stock
10 SHARED DISPOSITIVE POWER
130,000 shares of Preferred Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
130,000 shares of Preferred Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.18%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>3
SCHEDULE 13D
CUSIP No. 222361206
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Associates, L.P. I.D. #13-3729430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Preferred Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 130,000 shares of Preferred Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Preferred Stock
10 SHARED DISPOSITIVE POWER
130,000 shares of Preferred Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
130,000 shares of Preferred Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.18%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>4
SCHEDULE 13D
CUSIP No. 222361206
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan L. Steinberg I.D. ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0 shares of Preferred Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 130,000 shares of Preferred Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Preferred Stock
10 SHARED DISPOSITIVE POWER
130,000 shares of Preferred Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
130,000 shares of Preferred Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.18%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>5
Item 1. Security and Issuer.
This statement on Schedule 13D, dated July 8, 1996, relates
to the convertible preferred stock, par value $0.001 per share (the
"Preferred Stock") of Country Star Restaurants, Inc., a Delaware
corporation (the "Company"), and is being filed pursuant to Rule 13d-1
under the Securities Exchange Act of 1934, as amended. The transactions
reported in this Schedule 13D were previously reported pursuant to the
Schedule 13D, dated March 20, 1996, as amended, a copy of which is attached
as Exhibit 1 hereto, and this Schedule 13D is being filed in light of the
fact that the Preferred Stock is a separately registered equity security
under Section 12 of the Securities Exchange Act of 1934, as amended. The
address of the principal executive offices of the Company is 1150 Santa Monica
Boulevard, Suite 650, Los Angeles, California 90025. Each share of Preferred
Stock is convertible into six shares of the common stock, par value $0.001
per share of the Company at the option of the holder of the
Preferred Stock.
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of
WisdomTree Associates, L.P. (the "Partnership"), WisdomTree Capital
Management, Inc. (the "General Partner") and Jonathan L. Steinberg ("Mr.
Steinberg" and collectively, the "Reporting Entities"). The Partnership
and the General Partner are each organized in the State of New York. The
business address of the Partnership, the General Partner and Mr. Steinberg is
1633 Broadway, 38th Floor, New York, New York 10019.
<PAGE>6
The present principal employment of Mr. Steinberg is
as Chairman, Chief Executive Officer and Treasurer of Individual Investor
Group, Inc. ("I.I. Group"), as Chairman, Chief Executive Officer and
Treasurer of the General Partner and as co-manager of WisdomTree Offshore,
Ltd. ("WisdomTree Offshore"). The business address of I.I. Group is 1633
Broadway, 38th Floor, New York, New York 10019 and the business address of
WisdomTree Offshore is Zephyr House, 5th Floor, P.O. Box 1561, Mary
Street, Grand Cayman, Cayman Islands, British West Indies. The principal
business of the Partnership is as an investment fund that invests and
reinvests in securities of relatively small, less well-known public
companies. The principal business of WisdomTree Offshore is as an offshore
investment fund that invests and reinvests in securities of relatively
small, less well-known public companies. The principal business of the
General Partner is management of the Partnership and WisdomTree Offshore.
The name, business address and principal employment of the executive
officers and directors of the General Partner and I.I. Group are set forth in
Schedule A hereto and are incorporated by reference. During the last five
years, neither the Reporting Entities nor, to the best of the Reporting
Entities' knowledge, any of the other persons identified in Schedule A hereto
has been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent
<PAGE>7
jurisdiction as a result of which such person 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. All of the persons
listed in Schedule A are United States citizens.
Item 3. Source and Amount of Funds or Other
Consideration.
The 130,000 shares of Preferred Stock of the Company
acquired by the Partnership were acquired in brokered transactions for an
aggregate purchase price of $1,874,379.50. The source of funds for the
purchases was investment capital contributed by the Partnership.
Item 4. Purpose of Transaction.
The Reporting Entities have acquired the Preferred Stock
for the purpose of investment. The Reporting Entities may maintain their
investment at current levels or sell all or a part of their investment. In
any such case, the decision by the Reporting Entities would depend upon a
continuing evaluation of the Company's business, prospects and financial
condition, the market for shares of Preferred Stock of the Company,
other investment opportunities available to the Reporting Entities, general
economic conditions, stock market conditions, availability of funds and other
factors and future developments that the Reporting Entities may deem relevant
from time to time. Any acquisition or disposition of shares of Preferred
Stock of the Company by the Reporting Entities may be effected through
open market or privately negotiated transactions, or otherwise.
<PAGE>8
Except to the extent set forth above, or in any other
Item hereof, the Reporting Entities and, to the best of their knowledge, the
persons listed in Schedule A hereto, do not have any present plans or
proposals that relate to or would result in any of the actions required to be
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of July 2, 1996, each of the Reporting
Entities beneficially owned a total of 130,000 shares of the Preferred
Stock of the Company, constituting 19.18% of the shares of Preferred Stock
then outstanding, based on 677,871 shares of Preferred Stock outstanding
as disclosed in the Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1996. To the best of the knowledge of the Reporting
Entities, none of the individuals listed on Schedule A, with the exception
of Mr. Steinberg, beneficially owns any shares of the Preferred Stock of the
Company, except pursuant to their interests in the Partnership and the General
Partner.
(b) The Reporting Entities and Russell Anmuth, a
Vice President of the Investment Manager, share voting and dispositive
power with respect to the Preferred Stock. To the best of the knowledge of
the Reporting Entities, none of the individuals listed on Schedule A, with
the exception of Mr. Steinberg and Mr. Anmuth, have any voting or dispositive
power with respect to the Preferred Stock.
(c) Information concerning transactions in the Preferred
Stock effected by the Reporting Entities since January
<PAGE>9
9, 1996 is set forth in Schedule B hereto and is incorporated by
reference. Except as set forth in Schedule B, no transactions in the
Preferred Stock have been effected by any of the Reporting Entities or, to
the best of the knowledge of the Reporting Entities, by any of the persons
identified in Schedule A, since January 9, 1996.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Neither the Reporting Entities nor, to the best of
the Reporting Entities' knowledge, any of the individuals listed on
Schedule A hereto, has any contracts, arrangements, understandings, or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies, with the
exception of a Margin Agreement by and between Paine Webber Incorporated and
the Partnership.
Item 7. Material to be Filed as Exhibits.
1. Schedule 13D with respect to the Common Stock, $0.001 par value, of
the Company filed on behalf of the Reporting Entities, dated March 20, 1996,
as amended by Amendment No. 1, dated April 29, 1996 (incorporated herein by
reference).
2. Margin Agreement by and between Paine Webber Incorporated and the
Partnership (incorporated herein by reference to the Exhibit to the Schedule
13D with respect to the Common Stock, $0.001 par value, of the Company filed
on behalf of the Reporting Entities, dated March 20, 1996).
<PAGE>10
SCHEDULE A
The following table sets forth the name and principal employment
of each of the officers and directors of WisdomTree Capital Management,
Inc. and Individual Investor Group, Inc., as well as the business
address of each director of such entities not employed by such entities.
WisdomTree Capital
Management, Inc. Position
- ---------------- --------
Jonathan L. Steinberg Chairman, Chief Executive Officer, Treasurer
and Director
Robert Schmidt President and Director
Scot Rosenblum Vice President, Secretary and Director
Russell Anmuth Vice President
Individual Investor
Group, Inc. Position
- ----------- --------
Jonathan L. Steinberg Chairman, Chief Executive Officer and
Director
Robert Schmidt President, Chief Operating Officer and
Director
Scot Rosenblum Vice President, Secretary and Director
Henry Clark Controller and Assistant Secretary
Peter M. Ziemba Assistant Secretary
Bruce Sokoloff Director; Executive Vice President, Reliance
Group Holdings, Inc., 55 East 52nd Street,
New York, New York 10055
<PAGE>11
SCHEDULE B
The Partnership
- ---------------
1. On January 9, 1996, the Partnership purchased 20,000 shares of Preferred
Stock of the Company in brokered transactions at a price of $12.00 per
share.
2. On January 11, 1996, the Partnership purchased 20,000 shares of Preferred
Stock of the Company in brokered transactions at a price of $12.38 per
share.
3. On January 15, 1996, the Partnership sold 3,000 shares of Preferred Stock
of the Company in brokered transactions at a price of $14.07 per share.
4. On January 22, 1996, the Partnership purchased 23,000 shares of Preferred
Stock of the Company in brokered transactions at a price of $13.88 per
share.
5. On January 24, 1996, the Partnership purchased 25,000 shares of Preferred
Stock of the Company in brokered transactions at a price of $14.56 per
share.
6. On January 26, 1996, the Partnership purchased 15,000 shares of Preferred
Stock of the Company in brokered transactions at a price of $15.88 per
share.
7. On January 26, 1996, the Partnership purchased 8,500 shares of Preferred
Stock of the Company in brokered transactions at a price of $16.50 per
share.
8. On January 26, 1996, the Partnership purchased 10,000 shares of Preferred
Stock of the Company in brokered transactions at a price of $16.75 per
share.
9. On January 31, 1996, the Partnership purchased 11,500 shares of Preferred
Stock of the Company in brokered transactions at a price of $16.84 per
share.
<PAGE>12
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: July 8, 1996 WISDOMTREE ASSOCIATES, L.P.
By: WisdomTree Capital
Management, Inc.,
General Partner
By:/s/ Scot A. Rosenblum
------------------------
Name: Scot A. Rosenblum
Title: Vice President
Dated: July 8, 1996 WISDOMTREE CAPITAL
MANAGEMENT, INC.
By:/s/ Scot A. Rosenblum
------------------------
Name: Scot A. Rosenblum
Title: Vice President
Dated: July 8, 1996 By:/s/ Jonathan L. Steinberg
-------------------------
Jonathan L. Steinberg
