-----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, HFR/QDHB0bCGygxG3Q0C8zjp3No2mHixrdHLKTOax6L+GOmG2zwuRsm+K8UXXpSy hE+GgaehZeXmCJGCLRMt9w== 0000913849-97-000051.txt : 19970701 0000913849-97-000051.hdr.sgml : 19970701 ACCESSION NUMBER: 0000913849-97-000051 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970630 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CINEMASTAR LUXURY THEATERS INC CENTRAL INDEX KEY: 0000931085 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 330451054 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46487 FILM NUMBER: 97633405 BUSINESS ADDRESS: STREET 1: 431 COLLEGE BLVD CITY: OCEANSIDE STATE: CA ZIP: 92057-5435 BUSINESS PHONE: 6196302011 MAIL ADDRESS: STREET 1: 431 COLLEGE BLVD CITY: OCEANSIDE STATE: CA ZIP: 92057-5435 FORMER COMPANY: FORMER CONFORMED NAME: NICKELODEON THEATER CO INC DATE OF NAME CHANGE: 19941128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHURCHILL DANIEL CENTRAL INDEX KEY: 0000905672 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1610 FIFTH AVE CITY: MOLINE STATE: IL ZIP: 61265 BUSINESS PHONE: 3097623643 MAIL ADDRESS: STREET 1: 1610 FIFTH AVE CITY: MOLINE STATE: IL ZIP: 61265 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) CinemaStar Luxury Theaters, Inc. - --------------------------------------------------------------------------- (Name of Issuer) Common, Stock Value - No Par Value - --------------------------------------------------------------------------- (Title of Class of Securities) 17244C 10 3 - --------------------------------------------------------------------------- (CUSIP Number) Daniel Churchill, Esq. Churchill & Churchill 1610 Fifth Avenue, Moline, Illinois 61265 (309) 762-3643 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26, 1997 - --------------------------------------------------------------------------- (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 / / (Page 1 of 8 Pages) SCHEDULE 13D CUSIP No. 17244C 10 3 Page 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel Churchill SS ####-##-#### - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / / TO ITEMS 2(d) or 2(E) - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------------------------------------------------------------- 7 SOLE VOTING POWER 376,000 ------------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES ------------------------------------------------------ BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 376,000 ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 376,000 - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / / SHARES* - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.28% - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - --------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 17244C 10 3 Page 3 of 8 ITEM 1. Security and Issuer. - ------ This statement relates to shares of Common Stock, no par value, 15,000,000 shares authorized, 7,113,847 shares issued and outstanding as of March 14, 1997, together with Class A Redeemable Warrants convertible at any time through February 7, 2000, at $6.00 per share, of CinemaStar Luxury Theaters, Inc. (the "Company"). The principal executive offices of the Company are located at CinemaStar Luxury Theaters, Inc., 431 College Blvd., Oceanside, CA 92057-5435, IRS Employer No. 33-0451054. ITEM 2. Identity and Background. - ------ 1. (a) Daniel Churchill (b) 1610 5th Avenue Moline, Illinois 61265 (c) Principal Occupation: Attorney (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) The Reporting Person has not during the last five years been 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) United States ITEM 3. Source and Amount of Funds or Other Consideration. - ------ The amount of consideration used to acquire the 255,000 shares of Common Stock for Daniel Churchill individually and/or as Trustee UTA August 6, 1985 of the Company's Stock and 35,000 Class A Redeemable Warrants was derived from personal funds of the Reporting Person. The amount of the consideration used to acquire the 86,000 shares by Illinois Holding Company was derived from funds of that Company. Illinois Holding Company is a one bank holding company 100% owned by Daniel Churchill. All shares owned by the Reporting Person are held in the names of either Daniel Churchill individually or Daniel Churchill, Trustee UTA August 6, 1985, a revocable grantor trust owned exclusively by the Reporting Person. A SCHEDULE 13D CUSIP No. 17244C 10 3 Page 4 of 8 schedule of the shares, dates, the prices per share owned by the Reporting Person and Illinois Holding Company is attached and marked Exhibit 1 to Item 3. ITEM 4. Purpose of Transaction. - ------ The Company's stock was acquired for investment in the Company. Reporting Person may from time to time acquire additional securities of the Company using personal funds through broker and/or privately negotiated transactions. Periodically over recent months Reporting Person has communicated with the Board of Directors and senior management officers of the Company regarding, among other matters, management's operation of the Company, the Board's decisions concerning Company policies including the development of a business plan, public reporting of information and the addition of persons independent from Company's management to be added to the Board of Directors. The Reporting Person may continue such communications with the Company in the future and/or pursue plans or proposals relating to the foregoing. Except as described above, the Reporting Person does not have any present plans or proposals that relate to or would result in (i) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) changes in the Company's articles of incorporation, regulations or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12 (g) (4) of the securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above. The Reporting Person reserves the right to determine in the future to change the purpose or purposes described above. SCHEDULE 13D CUSIP No. 17244C 10 3 Page 5 of 8 ITEM 5. Interest in Securities of Issuer - ------ (a) The Reporting Person beneficially owns 376,000 shares, representing 5.285% of the outstanding shares of the Company based upon reported issued and outstanding shares on March 7, 1997, of 7,113,847. (b) The Reporting Person has the sole power to vote and to dispose of the shares referred to in Item 5(a). (c) Except as reported in Item 3 hereof, there has been no transaction in the Common Stock of the Company effected during the past sixty (60) days by the Reporting Person. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities referred in Item 5(a). (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with - ------ Respect to Securities of the Issuer. Not applicable. ITEM 7. Material to be Filed as Exhibits. - ------ Exhibit 1 to Item 3 detailing dates, shares purchased, and price per share of securities and company acquired by Reporting Person and Illinois Holding Company. SCHEDULE 13D CUSIP No. 17244C 10 3 Page 6 of 8 SIGNATURES ---------- After reasonable 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. June 30, 1997 ------------------------------ (Date) /s/ Daniel Churchill ------------------------------ (Signature) Daniel Churchill ------------------------------ (Name and Title) SCHEDULE 13D ------------ EXHIBIT 1A TO ITEM 3 -------------------- Daniel Churchill or Daniel Churchill, Trustee UTA August 6, 1985 Common Stock ------------
No. of Shares Price Per Share Where How Date Purchased (Sold) (excluding commissions) Transacted Transacted - ---- --------------- ---------------------- ---------- ---------- 05/96 7,500 7.9375 OTC * 09/96 4,400 5.5625 OTC * 10/96 15,000 4.125 - 5.125 OTC * 11/96 15,100 4.00 - 4.125 OTC * 12/96 119,925 2.52 - 3.875 OTC * 01/97 52,075 2.78125 - 3.125 OTC * 03/97 30,000 1.1875 - 2.28125 OTC * 03/97 5,000 1.25 OTC * 06/97 6,000 1.25 OTC * Total 255,000 Class A Warrants ---------------- 12/96 25,000 1.05 OTC * 06/97 10,000 .325 OTC * Total 35,000
* Transactions effected in the over-the-counter market ("OTC") through standard brokerage accounts maintained by Daniel Churchill, individually and as Trustee UTA August 6, 1985. 7 SCHEDULE 13D ------------ EXHIBIT 1B TO ITEM 3 -------------------- Illinois Holding Co. Common Stock ------------
No. of Shares Price Per Share Where How Date Purchased (Sold) (excluding commissions) Transacted Transacted - ---- ---------------- ---------------------- ---------- ---------- 01/97 22,000 2.875 - 3.125 OTC * 02/97 43,000 2.50 - 2.9375 OTC * 03/97 21,000 2.25 - 2.4375 OTC * Total 86,000
* Transactions effected in the over-the-counter market ("OTC") through standard brokerage accounts maintained by Illinois Holding Co. 8 -----END PRIVACY-ENHANCED MESSAGE-----