-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CujaQLYBAGeJRGC/4XVJZNQR9QFX+VAZVpXTC7xOKnvK5170fJ0XdmieZjvaYJjp gCr+mW8wvqkO6g0HTkzm/Q== 0001019687-03-000721.txt : 20030411 0001019687-03-000721.hdr.sgml : 20030411 20030410191637 ACCESSION NUMBER: 0001019687-03-000721 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030409 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA BEACH RESTAURANTS INC CENTRAL INDEX KEY: 0000738274 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 952693503 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12226 FILM NUMBER: 03646195 BUSINESS ADDRESS: STREET 1: 17383 SUNSET BLVD STE 140 CITY: PACIFIC PALISADES STATE: CA ZIP: 90272 BUSINESS PHONE: 3104599676 MAIL ADDRESS: STREET 1: 17351 SUNSET BLVD STE 404 STREET 2: 17351 SUNSET BLVD STE 404 CITY: PACIFIC PALISADES STATE: CA ZIP: 90272 FORMER COMPANY: FORMER CONFORMED NAME: NATURAL ORGANICS INC DATE OF NAME CHANGE: 19860318 FORMER COMPANY: FORMER CONFORMED NAME: IHV CORP DATE OF NAME CHANGE: 19900912 8-K 1 calbeach_8k-041103.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 9, 2003 ------------------------------- California Beach Restaurants, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-12226 95-2693503 ---------- ------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 17383 Sunset Boulevard, Suite 140, Pacific Palisades, CA 90272 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 459-9676 ------------------------------ Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On April 9, 2003, California Beach Restaurants, Inc., a California corporation (the "Company"), issued a press release announcing that the Company will make an odd-lot tender offer to purchase Common Stock held by the Company's shareholders who own 15 or fewer shares at a price of $1.00 per share. In addition, each qualifying shareholder who validly tenders all of his or her shares will receive a $20 gift certificate redeemable at Gladstone's 4 Fish Restaurant in Pacific Palisades, California. The aforementioned shares will be purchased on a first-come, first-served basis and the offer will be terminated on the earlier of May 9, 2003 or the date upon which 100 shareholders of record have validly tendered their shares for repurchase by the Company. Valid tenders by shareholders who hold their stock in brokerage accounts in "street name" will be accepted until the 100 shareholder of record threshold is reached. If the Company receives more than 100 valid tenders from such shareholders, the Company will select up to 50 additional valid tenders by lottery through the termination of the offer. The odd-lot tender offer will be made to qualifying shareholders through an offer letter accompanied by a transmittal form to tender shares of Common Stock. The Company also announced that it expects to complete a private placement of its Series A Convertible Preferred Stock in exchange for $1.3 million of the Company's Senior Notes, due on May 15, 2003, and its Series B Convertible Preferred Stock in exchange for $2.1 million of the Company's Convertible Subordinated Notes, due on October 1, 2003. The Series A Convertible Preferred Stock is convertible into Common Stock at $0.108 per share and the Series B Convertible Preferred Stock is convertible into Common Stock at $0.23 per share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Copies of the offer letter and the accompanying transmittal form are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT NUMBER ------ 99.1 Press Release of California Beach Restaurants, Inc., dated April 9, 2003. 99.2 Form of Offer Letter to Shareholders of California Beach Restaurants, Inc. regarding the odd-lot tender offer. 99.3 Transmittal Form to Tender Shares of Common Stock of California Beach Restaurants, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CALIFORNIA BEACH RESTAURANTS, INC. ---------------------------------- (Registrant) Date April 9, 2003 /s/ Richard S. Powell ----------------------- ---------------------------------- (Signature)* Richard S. Powell President *Print name and title of the signing officer under his signature. EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION - --------------- -------------------------------------------------------------- 99.1 Press Release of California Beach Restaurants, Inc., dated April 9, 2003. 99.2 Form of Offer Letter to Shareholders of California Beach Restaurants, Inc. regarding the odd-lot tender offer. 99.3 Transmittal Form to Tender Shares of Common Stock of California Beach Restaurants, Inc. EX-99.1 3 calbeach_8kex99-1.txt EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE CALIFORNIA BEACH RESTAURANTS, INC. ANNOUNCES ODD-LOT TENDER OFFER Contact: Dick Powell, President (310) 459-9676 PACIFIC PALISADES, CALIFORNIA - (PRNewswire-First Call) - April 9, 2003 - - California Beach Restaurants, Inc. (OTC BB - CBHR.OB) announced today that the Company will make an odd-lot tender offer to purchase shares of Common Stock held by shareholders who own 15 shares or less of the Company's Common Stock at a price of $1.00 per share. In addition, to show Cal Beach's appreciation for the cooperation of its shareholders, each qualifying shareholder who validly tenders all of his or her shares will receive a $20 gift certificate redeemable at Gladstone's 4 Fish Restaurant in Pacific Palisades, California, upon acceptance of such tender. The offer will be made on a first-come, first-served basis, and will be terminated on the earlier of May 9, 2003 or the date when 100 qualifying shareholders of record have validly tendered all of their shares for repurchase by the Company. Valid tenders by shareholders who hold their stock in brokerage accounts in "street name" will be accepted until the 100 shareholder of record threshold is reached. Shareholders holding shares in "street name" are not treated as shareholders of record for public-company reporting purposes. In the event that the Company receives more than 100 valid tenders from shareholders of record, the Company will select by lottery up to 50 additional valid tenders received by the Company through the termination of the offer. The offer will be made to all shareholders of record as of April 1, 2003 who owned 15 shares or less of the Company's Common Stock as of that date. The Company's Board of Directors believes that the $1.00 price per share represents a substantial premium over the current fair market value of the Company's common stock. The Company is in the process of completing a private placement of Series A Convertible Preferred Stock (described below) at a price of $0.108 per share, which the Board of Directors determined to be fair value for the Series A Convertible Preferred Stock. The odd-lot tender offer also provides qualifying shareholders a low cost way of disposing of their shares. The purpose of the odd-lot tender offer is to reduce the number of shareholders of record of the Company to less than 500 (the Company has 569 shareholders of record), which will allow the Company to cease filing periodic reports under the Securities Exchange Act of 1934, thereby realizing substantial cost savings. The Company will also realize significant savings by reducing accounting expenses and, potentially, the cost of director and officer insurance. For these reasons, the Board of Directors believes the odd-lot tender offer is in the best interests of the Company and its shareholders. It will benefit the selling shareholders who will receive a substantial premium over the present value of their stock, and it will benefit the remaining shareholders because the Company will realize significant savings if it is not subject to the reporting requirements for publicly held companies. The qualifying shareholders are urged to tender their share at their earliest convenience. The odd-lot tender offer will be made to shareholders through an offer letter to be mailed to qualifying shareholders as soon as possible. Company officers and employees may contact qualifying shareholders to encourage their participation in the odd-lot tender offer. If you are a qualifying shareholder (i.e. you hold 15 shares or less) and wish to tender all of your shares please call Dick Powell at (310) 459-9676 (e-mail, dickpowell@gladstones.com), who will be happy to assist you in tendering your shares. The Company also announced that it expects to complete a private placement of (i) Series A Convertible Preferred Stock in exchange for $1.3 million of the Company's Senior Notes, which are due May 15, 2003 and (ii) Series B Convertible Preferred Stock in exchange for $2.1 million of the Company's Convertible Subordinated Notes, which are due October 1, 2003. The Series A Convertible Preferred Stock is convertible into Common Stock at $0.108 per share and the Series B Convertible Preferred Stock is convertible into Common Stock at $0.23 per share. The Series A and Series B Preferred Stock are convertible into Common Stock at any time at the option of the holder. The Company currently has approximately 3.4 million shares of Common Stock outstanding. Upon completion of the private placement, assuming 100% of the Senior Notes and Convertible Subordinated Notes are exchanged for Series A and Series B Preferred Stock and converted to Common Stock, the Company will have approximately 24.9 million shares of Common Stock outstanding. The private placement is expected to be completed on or about April 15, 2003. The private placement is necessary due to the Company's lack of liquidity in light of the near term due dates for the Senior Notes and the Convertible Subordinated Notes. The Company owns and operates Gladstone's 4 Fish in Pacific Palisades, California and has Licensed the Gladstone's name to MCA Development for a restaurant owned by MCA at its CityWalk project in Universal City, California. SOURCE California Beach Restaurants, Inc. /CONTACT: Dick Powell, President for California Beach Restaurants, Inc., 310-459-9676/ Companies or Securities discussed in this article: Symbol Name BB:CBHR California Beach Restaurants EX-99.2 4 calbeach_8kex99-2.txt EXHIBIT 99.2 ODD-LOT TENDER OFFER To: All Shareholders of California Beach Restaurants, Inc. Owning 15 Shares of Common Stock or Less Ladies and Gentlemen: California Beach Restaurants, Inc. (the "Company" or "Cal Beach") would like to purchase shares of its Common Stock held by shareholders who own 15 shares or less for a price of $1.00 per share. We are making this offer in order to reduce the number of our shareholders of record to less than 500, which will permit the Company to cease filing periodic reports under the Securities Exchange Act of 1934, and allow the Company to realize significant cost savings. Though Cal Beach has valued your participation with us as a shareholder, the Company's recent financial performance and size make the cost of public reporting prohibitive. To show our appreciation for your assistance, and because we will always truly value your business as a customer of our famous Gladstone's 4 Fish Restaurant in Pacific Palisades, California, if you validly tender all of your shares, and your tender is accepted, you will also receive a $20 Gladstone's 4 Fish gift certificate for our restaurant in Pacific Palisades. The Company's Board of Directors believes that the $1.00 per share price represents a substantial premium over the current market value for the Company's Common Stock. The Company's enclosed April 9, 2003 press release describes a private placement of Series A Convertible Preferred Stock which the Company anticipates completing on or about April 15, 2003 in which the Company will issue such Preferred Stock at a price of $0.108 per share. The Board of Directors of Cal Beach determined this price to be fair value for the Company's Series A Convertible Preferred Stock in connection with this private placement. TENDERING YOUR SHARES IS AN EASY PROCESS. SIMPLY COMPLETE THE ENCLOSED TRANSMITTAL FORM (NOTE THAT THE NUMBER OF SHARES YOU OWN OF RECORD IS ON THE LABEL AFFIXED TO THE TRANSMITTAL FORM) AND EITHER (1) INCLUDE YOUR STOCK CERTIFICATE, OR (2) IF YOU CANNOT LOCATE YOUR STOCK CERTIFICATE, CHECK THE APPROPRIATE BOX AND READ THE LOSS INDEMNITY PORTION OF THE TRANSMITTAL FORM. PLEASE THEN RETURN THE TRANSMITTAL FORM AND YOUR CERTIFICATE (IF YOU CAN LOCATE IT) IN THE POSTAGE PAID ENVELOPE PROVIDED. IF YOU HOLD YOUR SHARES IN A BROKERAGE ACCOUNT IN STREET NAME, PLEASE CONTACT YOUR STOCK BROKER AND PROVIDE YOUR BROKER WITH THE BROKERAGE TRANSMITTAL FORM. Upon receipt of these documents and acceptance by Cal Beach, Cal Beach will mail to you (or your broker, if applicable) a check for the purchase price per share repurchased and your $20 gift certificate. You should be aware of the following when considering your participation in this odd-lot tender offer. You are only eligible to participate if you own 15 shares or less, and you must sell all of your shares. The offer is made on a first-come, first-served basis, and will be terminated on the earlier of May 9, 2003 or the date when 100 qualifying shareholders of record have validly tendered their shares for repurchase by the Company. The Company currently has 569 shareholders of record. If you hold your stock in a brokerage account in "street name," the tender of your shares will be accepted until 100 qualifying shareholders of record have validly tendered their shares and those tenders have been accepted by Cal Beach. Shareholders holding shares in "street name" are not treated as shareholders of record for public-company reporting purposes. If we receive more than 100 valid tenders from shareholders of record, we will select by lottery up to 50 additional valid tenders from those we have received through the termination of this tender offer. The offer is made to all shareholders of record as of April 1, 2003 who own 15 shares or less of the Company's common stock as of that date. The Company's Board of Directors believes shareholder participation will greatly benefit the Company and enthusiastically urges you to participate. Our officers and employees may be personally contacting you to encourage your participation in this odd-lot tender offer. Your participation not only gives you the chance to sell your shares with a low transaction cost but it also gives you the opportunity to enjoy a great meal at Gladstone's in Pacific Palisades. Please complete the enclosed Transmittal Form and mail it in the enclosed postage paid envelope to the Company at your earliest convenience. We greatly appreciate your cooperation and look forward to seeing you at Gladstone's 4 Fish in Pacific Palisades in the near future. Sincerely, /s/ Richard Powell Richard Powell President EX-99.3 5 calbeach_8kex99-3.txt EXHIBIT 99.3 Transmittal Form to Tender Shares of Common Stock of CALIFORNIA BEACH RESTAURANTS, INC. DELIVER THIS TRANSMITTAL FORM AND TENDERED SHARES TO: CALIFORNIA BEACH RESTAURANTS, INC. 17383 Sunset Boulevard, Suite 140 Pacific Palisades, California 90272 Attn: Richard Powell, President I, the undersigned, hereby accept the offer by California Beach Restaurants, Inc., a California corporation (the "Company"), to purchase odd-lot shares at a purchase price of $1.00 per share of Common Stock and including a $20 gift certificate redeemable at Gladstones 4 Fish Restaurant in Pacific Palisades, California. I am authorized to tender the shares described below and hereby tender all my shares to the Company. For value received, I, the undersigned, hereby sell, assign and transfer to the Company all of the shares of Common Stock of the Company described below, standing in my name on the books of the Company and do hereby irrevocably constitute and appoint the Company as attorney to transfer said stock on the books of the Company with full power of substitution. ALL SHAREHOLDERS MUST COMPLETE THE FOLLOWING INFORMATION: HOLDER OF RECORD: Name (as it appears on the stock certificate, or, if you cannot locate your stock certificate, as it appears on the label below):___________________________ Number of Shares (see label below):_____________________________________________ Certificate Number (if you have your certificate):______________________________ PLEASE CHECK THE BOX THAT APPLIES TO YOU: [ ] I HAVE MY ORIGINAL STOCK CERTIFICATE PLEASE COMPLETE THIS TRANSMITTAL FORM AND RETURN BOTH YOUR ORIGINAL STOCK CERTIFICATE AND THIS TRANSMITTAL FORM TO THE COMPANY IN THE PRE-ADDRESSED, POSTAGE PREPAID ENVELOPE PROVIDED. [ ] I HAVE LOST MY ORIGINAL STOCK CERTIFICATE PLEASE COMPLETE THIS TRANSMITTAL FORM AND RETURN IT TO THE COMPANY IN THE PRE-ADDRESSED, POSTAGE PREPAID ENVELOPE PROVIDED. BY EXECUTING AND RETURNING THIS TRANSMITTAL FORM, YOU ALSO AGREE TO THE FOLLOWING LOSS INDEMNITY: I, the undersigned, took delivery of the certificate described above, but am unable to locate the certificate and believe it to be lost. I hereby certify that the certificate shall be deemed surrendered for cancellation from this day forth and that I shall have no rights as a shareholder of the Company, other than the right to receive the consideration described above. I have not assigned, transferred, sold or pledged all or any part of the shares represented by the certificate and I hereby indemnify and release the Company from any and all liability relating to the loss of the certificate. In the event of discovery of the original certificate, I agree to mark the certificate as cancelled and return the cancelled certificate to the Company. [ ] MY SHARES ARE HELD IN STREET NAME BY MY FINANCIAL INSTITUTION PLEASE COMPLETE THIS TRANSMITTAL FORM AND APPENDIX A ATTACHED TO THIS FORM AND FOLLOW THE INSTRUCTIONS ON APPENDIX A. YOU MUST CHECK THE BOX ABOVE THAT APPLIES TO YOU, PROVIDE THE FOLLOWING INFORMATION AND SIGN BELOW TO SELL YOUR SHARES. THIS FORM MUST BE SIGNED BY THE REGISTERED HOLDER OF THE SHARES EXACTLY AS THE NAME APPEARS ON THE SHARE CERTIFICATE OR THE LABEL BELOW, OR IF THE SHARES ARE HELD IN STREET NAME, AS IT APPEARS ON YOUR ACCOUNT WITH YOUR FINANCIAL INSTITUTION. DATED:_____________, 2003 NAME (AS IT APPEARS ON THE STOCK CERTIFICATE OR THE LABEL BELOW OR ON YOUR ACCOUNT, AS applicable): _______________________________________________________ (PLEASE PRINT) *CAPACITY (FULL TITLE - IF OTHER THAN HOLDER OF RECORD):________________________ ________________________________________________________________________________ ADDRESS:________________________________________________________________________ AREA CODE AND TELEPHONE NUMBER:_________________________________________________ TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER:______________________________ AUTHORIZED SIGNATURE:_____________________________________________ [Affix Label Here] ______________ * If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, you must also provide the information above and sign this transmittal form. APPENDIX A Financial Institution Instructions to Tender Shares of Common Stock of CALIFORNIA BEACH RESTAURANTS, INC. TO TENDER YOUR SHARES HELD IN STREET NAME WITH YOUR FINANCIAL INSTITUTION, PROVIDE THE INFORMATION REQUESTED IN PART A AND SIGN BELOW. RETURN THE COMPLETED TRANSMITTAL FORM AND THIS APPENDIX A TO YOUR FINANCIAL INSTITUTION FOR PROCESSING. YOUR FINANCIAL INSTITUTION WILL COMPLETE PART B AND SUBMIT THIS FORM ON YOUR BEHALF. PART A Name of Tendering Financial Institution:________________________________________ Account Number:_________________________________________________________________ Name (as it appears on the account):____________________________________________ I hereby accept the offer by California Beach Restaurants, Inc. (the "Company") for the tender of all of my shares and hereby authorize the institution named above to transfer all of such shares from the account described above to the Company. Dated: ______________, 2003 Name (as it appears on the account):____________________________________________ (PLEASE PRINT) AUTHORIZED SIGNATURE:___________________________________________________________ PART B Instructions to Financial Institution: Please complete the following information and return this form for processing to the Company in the pre-addressed, postage prepaid envelope provided. Identify the number of shares to be transferred from the designated account and authorize the transfer by signing below. A valid tender of the shares will be made upon receipt of the completed Transmittal Form and this Appendix A by the Company. The Company will determine whether the valid tender is accepted in accordance with the procedures outlined in the enclosed materials. A check will be issued in the name of the account holder and returned to you for delivery to the account holder. Number of Shares:__________________________________________ Name:______________________________________________________ Authorized Signature:______________________________________ -----END PRIVACY-ENHANCED MESSAGE-----