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Exhibit 99.2
CINEMASTAR LUXURY THEATERS, INC.
NOTICE OF OFFER TO HOLDERS
OF REDEEMABLE WARRANT
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
OCTOBER 15, 1996, UNLESS EXTENDED.
To Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees:
We are asking you, as the record holder of Redeemable Warrants
of CinemaStar Luxury Theaters, Inc. (the "Company"), to bring to the attention
of clients for whom you hold Redeemable Warrants the Company's offer (the
"Offer") to reduce temporarily the exercise price for the Company's outstanding
Redeemable Warrants and to further modify the Redeemable Warrants to provide
that on the exercise of a Redeemable Warrant, the Company will issue one share
of Common Stock, plus one Class B Redeemable Warrant. The Offer, commenced on
September 16, 1996, and will end on October 15, 1996, unless extended (the
"Expiration Date"). After the Offer, each Redeemable Warrant will revert back to
its original terms which entitles the holder until February 6, 2006, to purchase
one share of Common Stock at a price of $6.00.
Each Class B Redeemable Warrant is exercisable from
September 16, 1996 until September 15, 2001 to purchase one share of Common
Stock at $6.50.
For your information, we are enclosing herewith the following
materials:
1. Prospectus dated September 16, 1996.
2. Letter to Redeemable Warrantholders of the Company from
John Ellison, Jr., President of the Company, dated September 16, 1966.
3. Notice of Guaranteed Delivery to be used to accept the
Offer if the Redeemable Warrants and all other required documents are not
immediately available or cannot be delivered to the Depository Trust Company,
the Midwest Securities Trust Company or the Philadelphia Depository Trust
Company by the Expiration Date or if the procedure for book-entry transfer
cannot be completed prior to the Expiration Date.
4. A printed form of letter which may be sent to customers for
whose account you hold Redeemable Warrants registered in your name or in the
name of your nominee, with
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space provided for obtaining such customers' instructions with regard to the
Offer.
5. Envelopes addressed to Continental Stock Transfer & Trust
Company, the Depository, to be used by you to return the tendered and executed
Redeemable Warrants.
WE URGE YOU TO CONTACT YOUR CUSTOMERS AS PROMPTLY AS POSSIBLE.
PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. NEW YORK
CITY TIME, ON OCTOBER 15, 1996, UNLESS EXTENDED.
In all cases, the delivery of Common Stock and Class B
Redeemable Warrants for Redeemable Warrants accepted for tender and exercise
pursuant to the Offer will be made only after timely receipt by the Depository
of certificates evidencing such Redeemable Warrants (or a confirmation of a
book-entry transfer of such Redeemable Warrants into the book entry account at
one of the Book-Entry Transfer Facilities (as defined in the Prospectus)) with
the subscription form on the back of such Redeemable Warrant certificates
properly completed and duly executed and any other required documents.
Payment of the Redeemable Warrant exercise price may be made,
at the Redeemable Warrantholder's option, in the form of cash, a certified or
official bank check made payable to "Continental Stock Transfer & Trust Company,
Agent for CinemaStar Luxury Theaters, Inc." or by wire transfer to Continental
Stock Transfer & Trust Company for the benefit of CinemaStar Luxury Theaters,
Inc. Redeemable Warrantholders who wish to exercise their Redeemable Warrants
should complete the subscription form on the back of the Redeemable Warrant
certificates to be Depository and deliver the same by hand or by mail to:
Continental Stock Transfer & Trust Company, Two Broadway, New York, New York
10004, Attn: Corporate Trust Department. While the method of delivery of
Redeemable Warrants (which may be by hand or by mail) is at the option and risk
of the Redeemable Warrantholders, it is suggested that delivery, if made by
mail, be registered or certified and properly insured.
If Redeemable Warrantholders wish to exercise their Redeemable
Warrants, but it is impracticable for them to forward their Redeemable Warrants
and all other required documents prior to the Expiration Date, an exercise may
be effected by following the guaranteed delivery procedure described in the
Prospectus under the caption "The Offer--How to Tender and Exercise".
The Company will promptly reimburse brokers and other nominees
for the reasonable expenses incurred by them in forwarding materials relating to
the Offer to the beneficial holders of the Redeemable Warrants. The Company will
pay such brokerage commissions or fees and all applicable transfer taxes with
respect to the exercise of Redeemable Warrants pursuant to the Offer which would
ordinarily be associated with the regular
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exercise of such Redeemable Warrants, except in the case of deliveries of Common
Stock or Class B Warrants or certificates for unexercised Redeemable Warrants
that are to be made to any person other than a registered holder of Redeemable
Warrants.
Questions or requests for additional copies of the enclosed
materials should be directed to The Boston Group, L.P., Telephone No.
1-(310) 843-9007.
CINEMASTAR LUXURY SUITES, INC.
NOTHING CONTAINED HEREIN OR IN THE DOCUMENTS ENCLOSED HEREWITH
SHALL CONSTITUTE YOUR OR ANY OTHER PERSON THE AGENT FOR THE COMPANY, THE
DEPOSITORY OR THE SOLICITING AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS SPECIFICALLY SET FORTH THEREIN.
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