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Exhibit 99.3
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 OCTOBER 15, 1996, UNLESS EXTENDED
September 16, 1996
To Our Clients:
Enclosed for your consideration is the Prospectus, dated
September 16, 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 October 15, 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not withdrawn prior to the Expiration Date will be deemed to have been accepted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 September 16, 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 shall be entitled to receive compensation as set forth in the
Prospectus.
Number of Redeemable Warrants SIGN HERE
to be tendered and exercised:
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Dated: , 1996
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(Signature(s))
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(Please type or print name(s)
here)
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(Please type or print address)
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(Please type or print Area
Code and Telephone Number)
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