SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COUNTRY STAR RESTAURANTS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
222361 40 4
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(CUSIP Number)
Roy B. Rubin, M.D., P.C., M.P.P.P.
c/o Rubin Investment Group
1801 Century Park East
Suite 1225
Los Angeles, California 90067.
310/272-1290
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Robert L. Davidson, Esq.
Wolf Haldenstein Adler Freeman & Herz LLP
270 Madison Avenue
New York, New York 10016
212/545-4600
January 12, 1999
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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: [ ].
Note: Six copies of this Statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 222361 40 4 13D
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Roy B. Rubin, M.D., P.C., M.P.P.P.
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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(5) CHECK 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
California
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NUMBER OF (7) SOLE VOTING POWER
SHARES 62,825
BENEFICIALLY ------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH REPORT- 0
ING PERSON ------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
62,825
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,825 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
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ITEM 1. SECURITY AND ISSUER
The Statement relates to the common stock, $.01 par value per share
("Common Stock"), of Country Star Restaurants, Inc. (the "Issuer"), which has
its principal executive offices at 4929 Wilshire Boulevard, Suite 428, Los
Angeles, California 90010.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Roy B. Rubin, M.D., P.C.,
M.P.P.P. (the "Trust"), a pension trust.
(b) The business address of the Trust is c/o Rubin Investment Group,
1801 Century Park East, Suite 1225, Los Angeles, California 90067.
(c) The address of the principal office of the Pension Trust is c/o
Rubin Investment Group, 1801 Century Park East, Suite 1225, Los Angeles,
California 90067.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person was not 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) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERAT8ION
The Reporting Person used personal funds to purchase 30,125 shares of
the Common Stock and the Reporting Person converted part of the outstanding
principal balance of the Convertible Note of the Issuer owned by it into 34,000
shares, 32,700 of which are held as of the date of this Report.
ITEM 4. PURPOSE OF TRANSACTION
The Common Stock received by the Reporting Person is intended by the
Reporting Person to be held solely for investment purposes and for resale to the
public through an effective registration statement under the Securities Act of
1933. Except for the transactions involving the Common Stock reported in Item
5(c) herein, and except for the expectation that the Reporting Person may from
time to time purchase and/or sell shares of Common Stock (depending upon market
conditions, availability or need of funds, and other factors personal to such
Reporting Person), the Reporting Person does not have any present plans or
proposals with respect to the Issuer that relate to or could result in the
occurrence of any of the following events:
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(a) The acquisition by any person of additional securities of the Issuer, or
the disposition of additional securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of January 8, 1999, the Reporting Person may be deemed to
beneficially own the following numbers of shares of Common Stock:
Number of Shares
Name Personally Owned Percentage
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Roy B. Rubin, M.D.,
P.C., M.P.P.P. 62,825 45.9*
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(b) The Reporting Person has sole voting and sole dispositive
discretion with respect to all of the shares of Common Stock beneficially owned
by such Reporting Person, as reported in Item 5(a) herein.
(c) On October 28, 1998 the Reporting Person converted, its
Convertible Note into, in the aggregate 34,000 shares of Common Stock. During
the past sixty days, the Reporting Person did not sell or acquire shares of
Common Stock, except that he purchased 30,125 shares of Common Stock of the
Issuer during the period December 16-28, 1998 for an average price of $3.15 per
share on the open market.
(d) and (e) not applicable.
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Percentages are calculated in accordance with Rule 13d-3(d)(1) on the basis
of 136,871 outstanding shares of Common Stock, as reported to the Reporting
Person by an authorized representative of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In February 1998, the Issuer and the Trust entered into a Loan and
Security Agreement and related documents, under which the Trust was issued a
Convertible Note by the Issuer.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
None
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SIGNATURES
After reasonable inquire and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 12, 1999
ROY B. RUBIN, M.D., P.C., M.P.P.P.
By: /s/ ROY B. RUBIN
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Roy B. Rubin
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