EX-4.5
from POS AM
1 page
American Cinemastores Inc. Officer's Certificate the Undersigned, Steven Natale, President of American Cinemastores Inc., a Delaware Corporation (The "Company"), Pursuant to Section 8(e) of the Warrant Agreement Dated as of March 14, 1994 (The "Warrant Agreement"), as Amended, Between the Company and Continental Stock Transfer & Trust Company, a New York Corporation (The "Warrant Agent"), and the Company, Hereby Certifies as Follows: (I) the Adjusted Purchase Price (As Defined in the Warrant Agreement) of Each Redeemable Warrant ("Warrant") Is $[ ] Pursuant to the Exercise Offer Set Forth in the Prospectus Dated [ ] 1996, a Copy of Which Is Attached Hereto; (II) After Such Adjustment, Each Warrant Shall Be Exercisable for Two (2) Shares of the Company's Common Stock, Par Value, $.001 Per Share; (III) the Company Is Adjusting the Price of the Warrants in Order to Enable the Holders of the Warrants to Exercise Their Warrants at a Price Comparable to the Fair Market Value of the Underlying Shares. in Witness Whereof, the Undersigned Has Executed This Certificate This ___ Day of [ ], 1996. Name: Steven Natale Title: President
12/34/56
