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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. 6)
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 24, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
<TABLE>
<CAPTION>
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Transaction Valuation Amount of Filing Fee
<S> <C>
$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
$3.50 and issuing one Class B Warrant upon exercise of each Redeemable
Warrant. See in general Exhibit A hereto, the Prospectus of CinemaStar dated
September 24, 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 Prospectus, dated September 24, 1996 to
Registration Statement on Form SB-2 (File No. 333-4422)(1).
(a)-1(a) Prospectus, Supplement dated October 25, 1996.(4)
(a)-1(b) Prospectus Supplement dated November 8, 1996.*
(a)-2 Letter to Holders of Redeemable Warrants. (3)
(a)-3 Letters to Brokers, et al. (3)
(a)-4 Letter to Clients. (3)
(a)-5 Notice of Guaranteed Delivery. (3)
(a)-6 Class B Warrant Agreement (with form of certificate
attached). (3)
(a)-7 Warrant Solicitation Agreement with Form of
Warrant. (3)
(a)-8 Press Release dated October 24, 1996.(4)
(a)-9 Press Release dated November 8, 1996.*
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) See Exhibit (a)-1.
_______________________________
* Filed herewith
(1) Incorporated by reference to the Rule 424(b)(3) Prospectus dated September
24, 1996 to Registration Statement No. 333-4422 on Form SB-2.
(2) Incorporated by reference to Exhibit 4.6 to Amendment No. 3 to Registration
Statement No. 333-422 on Form SB-2.
(3) Filed with Amendment No. 4.
(4) Filed with Amendment No. 5.
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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: November 8, 1996 CINEMASTAR LUXURY THEATERS, INC.
By: /s/ John Ellison, Jr.
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John Ellison, Jr.
President
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CinemaStar Luxury Theaters Announces Extension of Warrant Reduction Offer
SAN DIEGO, November 8, 1996 -- CinemaStar Luxury Theaters, Inc. (NASDAQ - LUXY)
today announced that it has extended its Offer to its Redeemable Warrant Holders
so that such Offer will expire at 5:00 p.m. Eastern Standard Time on
November 15, 1996. Pursuant to the Offer, each holder of Redeemable Warrants
is being offered, through a Prospectus dated September 24, 1996, the right to
acquire for $3.50 per Redeemable Warrant, one share of Common Stock and one
Class B Warrant. The Offer is being made only through such Prospectus as it
may be amended from time to time. As of November 8, 1996, 85,785 Redeemable
Warrants had been tendered for exercise pursuant to the Offer.
CinemaStar Luxury Theaters operates six first-run movie theaters, with a total
of 54 screens, in Southern California. The Company has announced plans to open
another 10-plex adjacent to the campus of the University of California,
Riverside in mid-November. In addition, the Company's international subsidiary,
CinemaStar Luxury Theaters, S.A. de C.V. has signed agreements to co-develop two
theaters in Mexico -- a 12-plex in Guadalajara, and a 10-plex in Tijuana -- with
leading business groups in that country. Both of these theaters are scheduled to
open in early 1997.
All of CinemaStar's theaters feature high-quality projection and audio systems,
including LucasFilm's THX SOUND system in many auditoriums, along with luxurious
amenities such as high-back reclining seats and extra wide aisles between seat
rows. Additional information about the company can be found on the World Wide
Web at www.Cinemastar.com.
CinemaStar Luxury Theater's common stock and warrants trade on the NASDAQ
Small-Cap market under the symbols LUXY and LUXYW, respectively.
For further information, contact Jon Meloan at 619-630-2011.
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CINEMASTAR LUXURY THEATERS, INC.
PROSPECTUS SUPPLEMENT DATED NOVEMBER 8, 1996 TO PROSPECTUS DATED
SEPTEMBER 24, 1996
CinemaStar Luxury Theaters, Inc. has again extended the expiration date of the
warrant reduction offer (the "Offer") described in its Prospectus dated
September 24, 1996, from 5:00 P.M. Eastern Standard Time on November 8, 1996,
to 5:00 P.M. Eastern Standard Time on November 15, 1996. Except for the
extension of the expiration date of the Offer, all other terms and conditions
of the Offer remain the same. As of November 8, 1996, 85,785 Redeemable
Warrants have been tendered for exercise pursuant to the Offer.
