1
Page 10 of 11 Pages
Exhibit 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13D
THIS AGREEMENT is entered into as of the 1st day of April, 1999 by and
among Sea Fair Partners, L.P., a California limited partnership ("Sea Fair");
Sand and Sea Partners, L.P., a California limited partnership ("Sand and Sea");
and J. Xxxxxxxxxxx Xxxxx, a United States citizen ("Xxxxx"), and replaces in its
entirety any prior Agreement or Agreements to File Joint Statements on Schedule
13D by and among Sea Fair, Sea and Sand, and Xxxxx.
W I T N E S S E T H
WHEREAS, Sea Fair, Sand and Sea and Xxxxx may be deemed to have held or
to hold beneficial ownership, individually and/or in the aggregate, of more than
five percent of the shares of the Common Stock of California Beach Restaurants,
Inc., a California corporation (the "Common Stock"), as of March 30, 1999;
WHEREAS, the Common Stock has been registered by California Beach
Restaurants, Inc. under Section 12(g) of the Securities Exchange Act of 1934
(the "Act");
WHEREAS, pursuant to Rule 13d-2 under the Act, if a material change
occurs in the facts set forth in the Schedule 13D required by Rule 13d-1 under
the Act, the person or persons who were required to file the statement shall
promptly file with the Securities and Exchange Commission an amendment
disclosing that change; and
WHEREAS, Rule 13d-1(k) under the Act provides that, whenever two or more
persons are required to file a statement on Schedule 13D with respect to the
same securities, only one such statement need be filed, provided such persons
agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements contained herein, the parties hereby agree as
follows:
Each of Sea Fair, Sand and Sea and Xxxxx hereby agrees, in accordance
with Rule 13d-1(k) under the Act, to file jointly any and all statements and
amended statements on Schedule 13D (the "Statements") which may now or hereafter
be required to be filed by them with respect to the Common Stock beneficially
owned or deemed to be beneficially owned by each of them pursuant to Sections
13(d) and 13(g) of the Act and the rules thereunder.
2
Page 11 of 11 Pages
Each of Sea Fair, Sand and Sea and Xxxxx hereby agrees that such
Statements shall be filed jointly on behalf of each of them and that a copy of
this Agreement shall be filed as an exhibit thereto in accordance with Rule
13d-1(k)(iii) under the Act.
Each of Sea Fair, Sand and Sea and Xxxxx agrees that neither this
Agreement nor the filing of any Statements shall be construed to be an admission
that any of Sea Fair, Sand and Sea and Xxxxx is a member of a "group" pursuant
to Sections 13(d) and 13(g) of the Act and the rules thereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement or caused
this Agreement to be signed on their behalf by their duly authorized
representatives as of the date first above written.
J. Xxxxxxxxxxx Xxxxx
----------------------------------------
J. Xxxxxxxxxxx Xxxxx, General Partner
Sea Fair Partners, L.P.
J. Xxxxxxxxxxx Xxxxx
----------------------------------------
J. Xxxxxxxxxxx Xxxxx, General Partner
Sand and Sea Partners, L.P.
J. Xxxxxxxxxxx Xxxxx
----------------------------------------
J. Xxxxxxxxxxx Xxxxx
