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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ISSUER TENDER OFFER STATEMENT
SCHEDULE 13E-4
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
CinemaStar Luxury Theaters, Inc.
(Name of Issuer)
CinemaStar Luxury Theaters, Inc.
(Name of Person(s) Filing Statement)
Redeemable Warrants Expiring on February 6, 2000
(Title of Class of Securities)
172-44-C-11-1
(CUSIP Number of Class of Securities)
Ronald P. Givner, Esq.
Jeffer, Mangels, Butler & Marmaro LLP
2121 Avenue of the Stars
Los Angeles, California 90067
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
September __, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
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$35,437,500* $7,087.50 - paid
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[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the
*/ The Redeemable Warrants are being modified to allow for the exercise at
$4.50* per Redeemable Warrant for one share of Common Stock and one Class B
Warrant. Pursuant to Rule 457(g), the filing fee is based on the market price
for the Common Stock ($7.50) as determined by Rule 457(c) and Rule 0-11(a)(4),
times 4,735,000 Redeemable Warrants.
* Estimated for purposes of calculating the filing fee.
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offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing. CinemaStar Luxury Theaters, Inc. Form SB-2 Registration Statements
(333-4422) filed May 3, 1996 and Form SB-2 Registration Statement (33-86716).
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ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is: CinemaStar Luxury
Theaters, Inc. ("CinemaStar"). The address of the issuer's principal executive
office is 431 College Boulevard, Oceanside, California 92057.
(b) Redeemable Warrants to purchase Common Stock expiring
on February 6, 2000 and currently exercisable at $6.00 per underlying share (the
"Redeemable Warrants"). There are 4,725,000 Redeemable Warrants outstanding,
none of which are held by officers or directors of CinemaStar. Additional
Redeemable Warrants would be issued upon exercise of the Representative's
Warrants issued in the initial public offering. This Schedule 13E-4 relates to
temporarily reducing the exercise price of the Redeemable Warrants to
$__________ and issuing one Class B Warrant upon exercise of each Redeemable
Warrant. See in general Exhibit A hereto, the Preliminary Prospectus of
CinemaStar dated September __, 1996 (the "Prospectus"), particularly the section
"The Offer" and "Description of Securities". (For information on the Common
Stock, Redeemable Warrants and Class B Warrants, the information in the
Prospectus under "Description of Securities" is hereby incorporated herein by
reference.)
(c) The information from the section captioned "Market
Prices" in the Prospectus concerning the principal market in which the
Redeemable Warrants are traded is incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Not applicable.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFICE AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Information concerning the purpose of the subject tender offer
and the planned disposition of the securities is incorporated herein by
reference to the section captioned "The Offer - Purpose of the Offer" in the
Prospectus. Except as described in the Prospectus, there are no present plans
or proposals which relate to or would result in:
(a) The acquisition of additional securities of CinemaStar
or the disposition of securities of CinemaStar;
(b) An extraordinary corporate transaction, such as a
liquidation, involving CinemaStar or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
CinemaStar or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of CinemaStar, including, but not limited to, any plans or proposals
to change the number or the terms of directors, to fill any existing vacancy on
the Board or to change any material term of the employment contract of any
executive officer;
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(e) Paying dividends or changing the dividend policy or
indebtedness or capitalization of CinemaStar;
(f) Any other material change in CinemaStar, its corporate
structure or business;
(g) Changing CinemaStar's Articles of Incorporation or
By-Laws or taking other actions which might impede the acquisition of control
of CinemaStar by any person;
(h) Causing a class of equity security of CinemaStar 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) Causing a class of equity security of CinemaStar to
become eligible for termination of registrant pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or
(j) Causing the suspension of CinemaStar's obligation to
file reports pursuant to Section 15(d) of the Securities Exchange Act of 1933,
as amended.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Neither CinemaStar nor, to the best knowledge of CinemaStar,
any of the executive officers or directors of CinemaStar or its subsidiaries,
or any associate of any of the foregoing, has engaged in any transactions
involving the Redeemable Warrants during the 40 business days prior to the date
hereof except as set forth in the section captioned "The Offer - Recent
Transaction" in the Prospectus which is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
Neither CinemaStar nor, to the best knowledge of the
CinemaStar, any of its executive officers, directors or affiliates is a party
to any contract, arrangement, understanding or relationship relating directly
or indirectly to the tender offer with respect to securities of the CinemaStar
which would require disclosure under applicable rules and regulations of the
Securities Exchange Act of 1934, as amended.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Information concerning persons retained or employed to make
solicitations in connection with the subject tender offer is incorporated
herein by reference to the section captioned "The Offer - Solicitation of
Tenders" in the Prospectus.
ITEM 7. FINANCIAL INFORMATION.
(a) See the Financial Statements in the Prospectus which
are hereby incorporated herein by reference. See also the information in the
Prospectus under the headings "Prospectus Summary - Summary Financial Data" and
"Market Prices" incorporated herein by reference.
(b) Not applicable.
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ITEM 8. ADDITIONAL INFORMATION.
(a) Neither the CinemaStar nor, to CinemaStar's knowledge,
any of its executive officers, directors or affiliates is a party to any
present or proposed contract, arrangement, understanding or relationship
between then and the CinemaStar that is material to a decision by holders of
Redeemable Warrants to accept or reject the tender offer.
Other than the information contained in the Preliminary
Prospectus, there is no additional material information which is necessary to
make the above requirement statements, in light of the circumstances under
which they were made, not materially misleading.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)-1 The Preliminary Prospectus, filed with Amendment No. 2
to Registration Statement on Form SB-2 (File No. 333-4422)(1).
(a)-2 Letter to Holders of Redeemable Warrants.(2)
(a)-3 Letters to Brokers, et al.(2)
(a)-4 Letter to Clients.(2)
(a)-5 Notice of Guaranteed Delivery.(2)
(a)-6 Class B Warrant Agreement (with form of certificate
attached).(2)
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) See Exhibit (a)-1.
_______________________________
(1) Incorporated by reference to Amendment No. 2 to Registration Statement
333-4422 on Form SB-2.
(2) Incorporated by reference to the Exhibits to Amendment No. 2 to Registration
Statement No. 333-422 on Form SB-2 as follows:
Exhibit No. 13e-4 Exhibit No. Form SB-2
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(a)-2 99.1
(a)-3 99.2
(a)-4 99.3
(a)-5 99.4
(a)-6 4.6
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SIGNATURE
After due inquiry 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: August 31, 1996 CINEMASTAR LUXURY THEATERS, INC.
By: /s/ John Ellison, Jr.
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John Ellison, Jr.
President
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EXHIBIT INDEX
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Exhibit No. Description
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1 The Preliminary Prospectus, dated July __, 1996, filed
with Amendment No. 1 to Registration Statement on
Form SB-2 (File No. 333-4422)
4 Letter to Clients
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EXHIBIT 4
CINEMASTAR LUXURY THEATERS, INC.
NOTICE OF OFFER TO HOLDERS OF REDEEMABLE WARRANTS
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON _________, __________, 1996, UNLESS EXTENDED
__________, 1996
To Our Clients:
Enclosed for your consideration is the Prospectus, dated
__________, 1996, of CinemaStar Luxury Theaters, Inc. (the "Company"), relating
to the Offer described therein, together with a Letter to Redeemable
Warrantholders from the Company. This material is being forwarded to you as
the beneficial owner of Redeemable Warrants of the Company carried by us in
your account but not registered in your name. A tender and exercise of such
Redeemable Warrants may be made only by us as the holder of record and pursuant
to your instructions. The Letter to Redeemable Warrantholders is furnished to
you for your information only and cannot be used by you to tender and exercise
Redeemable Warrants held by us for your account.
Accordingly, we request instructions as to whether you wish us
to tender and exercise any or all of the Redeemable Warrants held by us for
your account, pursuant to the terms and conditions set forth in the Prospectus.
Your instructions to us should be forwarded as promptly as
possible in order to permit us to tender and exercise on your behalf in
accordance with the provisions of the Offer, which terminates at 5:00 p.m. New
York City time, on ___________, __________, 1996, unless extended (the
"Expiration Date"). The Offer is not conditioned upon the exercise of a
minimum number of Redeemable Warrants.
All Redeemable Warrants properly tendered and exercised and
not withdrawn prior to the Expiration Date will be deemed to have been accepted
by the Company when, as and if the Company has given oral or written notice
thereof to the Depository.
If you wish to have us tender and exercise any or all of the
Redeemable Warrants held by us for your account, will you kindly so instruct us
by completing, executing, detaching and returning to us the instruction form
set forth below. An envelope in which to return your instructions to us is
enclosed. If you authorize the exercise of your Redeemable Warrants, all such
Redeemable Warrants will be exercised unless otherwise specified in your
instructions. Your instructions should be
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forwarded to us in ample time to permit us to submit a tender and exercise of
Redeemable Warrants on your behalf prior to the Expiration Date. The Company
will pay such brokerage commissions or fees with respect to the exercise of
Redeemable Warrants pursuant to the Offer which would ordinarily be associated
with the regular exercise of such Redeemable Warrants.
The Offer is made solely by the Prospectus and is being made
to all Redeemable Warrantholders. The Offer can only be accepted by residents
of states set forth in the Prospectus under "The Offer - Blue Sky Law". If the
Company becomes aware of beneficial owners in other states, the Company will
seek to clear the Offer in such states. If, after such good faith effort, the
Company cannot comply with such state statute, the Offer will not be made to
(nor will exercises of Redeemable Warrants be accepted from or on behalf of)
the holders of Redeemable Warrants in such state. In any state where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the Company
by one or more registered brokers or dealers licensed under the laws of such
state.
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INSTRUCTIONS WITH RESPECT TO THE
CINEMASTAR LUXURY THEATERS, INC.
The undersigned acknowledge(s) receipt of your letter
enclosing the Prospectus, dated _________, 1996, of CinemaStar Luxury Theaters,
Inc., such Prospectus and the other documents referred to in your letter.
This will instruct you to tender and exercise the number of
Redeemable Warrants of CinemaStar Luxury Theaters, Inc. indicated below held by
you for the account of the undersigned, pursuant to the terms and conditions
set forth in the Prospectus.
The undersigned represents that the exercise of the within
Warrant was solicited by a member of the National Association of Securities
Dealers, Inc. and such member shall be entitled to receive compensation
as set forth in the Prospectus.
Number of Redeemable Warrants SIGN HERE
to be tendered and exercised:
_____________________________ ______________________________
Dated: ______________________ ______________________________
(Signature(s))
______________________________
(Please type or print
name(s) here)
______________________________
(Please type or print
address)
______________________________
(Please type or print Area
Code and Telephone Number)
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